By APS Sample Clauses

By APS. Subject to the terms and conditions of this Section 9, APS hereby agrees to indemnify, defend and hold harmless Cobalt and CC Holdings, from, for and against all Claims asserted against, resulting to, imposed upon or incurred by Cobalt or CC Holdings, directly or indirectly, respectively, by reason of or resulting from (a) the falsity or breach of any representation, warranty or covenant of APS contained herein or made pursuant to this Agreement and (b) IRG's use of the Medical Data License or any data and information, or any associated documentation, made available to IRG under the Medical Data License.
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By APS. (1) Xxxx of Sale Delivery transferring all the assets and liabilities of APS to the ISSUER.
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By APS. APS shall defend, hold harmless and indemnify each HMO Subsidiary and CHC and their respective affiliates, officers, directors, employees, agents. successors and assigns from actual and direct claims, liabilities, damages or judgments asserted against, imposed upon or incurred by any such indemnified person that arise out of APS's gross negligence, intentional wrongdoing, or breach, in the discharge of APS's responsibilities to a Member or APS's responsibilities under this Agreement. The indemnification granted under this Section expressly includes indemnification with respect to expense costs, legal fees, defense costs, court costs and amounts paid in settlement or in satisfaction of any judgment or award.
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Related to By APS

  • General Assembly Appropriation The Recipient hereby acknowledges and agrees that the financial assistance provided under this Agreement is entirely subject to, and contingent upon, the availability of funds appropriated by the General Assembly for the purposes set forth in this Agreement and in Chapter 164 of the Revised Code. The Recipient further acknowledges and agrees that none of the duties and obligations imposed by this Agreement on the Director shall be binding until the Recipient has complied with all applicable provisions of Chapter 164 of the Revised Code and Chapter 164-1 of the Administrative Code and until the Recipient has acquired and committed all funds necessary for the full payment of the Matching Funds applicable to the Project.

  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third- party claim.

  • Modification of Licensed Materials The Participating Institutions or the Authorized Users shall not modify or manipulate the Licensed Materials without the prior written permission of the Licensor.

  • DRUG ABUSE DETECTION AND DETERRENCE 2.18.1 It is the policy of the City to achieve a drug-free workforce and workplace. The manufacture, distribution, dispensation, possession, sale, or use of illegal drugs or alcohol by contractors while on City Premises is prohibited. Contractor shall comply with all the requirements and procedures set forth in the Mayor’s Drug Abuse Detection and Deterrence Procedures for Contractors, Executive Order No. 1-31 (the “Executive Order”), which is incorporated into this Agreement and is on file in the City Secretary’s Office.

  • CONTRACT SCOPE Pursuant to this Master Contract, Contractor is authorized to sell and provide only those Goods and/or Services set forth in Exhibit A – Included Goods/Services for the prices set forth in Exhibit B – Prices. Contractor shall not represent to any Purchaser under this Master Contract that Contractor has contractual authority to sell or provide any Goods and/or Services beyond those set forth in Exhibit A – Included Goods/Services.

  • RESEARCH AND PUBLICATION 34 CONTRACTOR shall not utilize information and/or data received from COUNTY, or arising out 35 of, or developed, as a result of this Agreement for the purpose of personal or professional research, or 36 for publication. 37 //

  • Protocols Each party hereby agrees that the inclusion of additional protocols may be required to make this Agreement specific. All such protocols shall be negotiated, determined and agreed upon by both parties hereto.

  • General specifications 6.1.1. A vehicle and its electrical/electronic system(s) or ESA(s) shall be so designed, constructed and fitted as to enable the vehicle, in normal conditions of use, to comply with the requirements of this Regulation.

  • Protocol The attached Protocol shall be an integral part of this Agreement.

  • Approval of Plans and Specifications The Plans and Specifications will conform to the requirements and conditions set out by applicable law or any effective restrictive covenant, and to all governmental authorities which exercise jurisdiction over the Leased Premises or the construction thereon.

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