By Consultant. (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or,
By Consultant. (i) If Tekron ceases business or sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or,
By Consultant. Consultant represents and warrants to Client that it shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. Notwithstanding anything to the contrary, Consultant shall not be liable for a breach of the warranty set forth in this Section 10(b) unless Client gives written notice of the defective Services, reasonably described, to Consultant within 5 days of the time when Client discovers or ought to have discovered that the Services were defective. Subject to the foregoing sentence, Consultant shall, in its sole discretion, either: (a) repair or re-perform such Services, or (b) credit or refund the fee for such Services set forth on the Statement of Work. THE REMEDIES SET FORTH IN THE FOREGOING SENTENCE SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND CONSULTANT’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 10(b).
By Consultant. By written notice to Client, Consultant may suspend the Work if Consultant reasonably determines that working conditions at the Site (outside Consultant's control) are unsafe, or in violation of applicable laws, or in the event Client has not made timely payment in accordance with Article VI, Compensation, or for other circumstances not caused by Consultant that are interfering with the normal progress of the Work. Consultant's suspension of Work hereunder shall be without prejudice to any other remedy of Consultant at law or equity.
By Consultant. By written notice to CITY, CONSULTANT may suspend the Services provided under this Agreement and/or TASK ORDER(S) issued hereunder if CONSULTANT reasonably determines that working conditions at the site and/or location (outside CONSULTANT's control) are unsafe, or in violation of applicable laws. CONSULTANT's suspension of any Services provided under this Agreement and/or any TASK ORDER(S) issued hereunder shall be without prejudice to any other remedy of CONSULTANT at law or equity.
By Consultant. Consultant shall indemnify and hold Prothena and its Affiliates, and their respective directors, officers, employees and agents (each a “Prothena Indemnitee”), harmless from and against any and all liabilities, losses, damages or expenses of any kind, including costs and reasonable attorneys’ fees (collectively, “Losses”) arising out of or resulting from any third party suit, proceeding, action, claim or demand (collectively, “Claims”) to the extent resulting from (a) any grossly negligent or willful act or omission by Consultant; or (b) any breach of this Agreement by Consultant. Notwithstanding the foregoing, Consultant shall not be obligated to indemnify any Prothena Indemnitee to the extent that the applicable Claim is subject to Prothena’s indemnification obligations under Section 6.2 below.
By Consultant. Consultant may cease providing services to the Company at any time by providing thirty (30) days written notice to the Company in accordance with Section 10 hereof. In the event of such termination, this Agreement shall terminate on the Date of Termination and Consultant shall not be entitled to further compensation pursuant to Section 3 of this Agreement other than payment for (i) any unpaid Monthly Compensation through the Date of Termination, and (ii) any unpaid expenses incurred prior to the Date of Termination, subject to the Company's expense reimbursement rules and policies as in effect from time to time (the “Accrued Amounts”). Accrued Amounts, if any, shall be paid, and confirmed with respect to the Option via email to the email address on the signature page hereof, to Consultant in no event later than fifteen (15) days following the Date of Termination.
By Consultant. Consultant shall indemnify, defend and hold harmless the Company and its officers, directors, agents and employees from and against all Claims that may be asserted against the Company in connection with Consultant's negligence or misconduct, or acts outside the scope of this Agreement. Company shall be entitled to the rights of indemnification provided in this Section 9 if Company is, or is threatened to be made a party to, any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other actual, threatened or completed proceeding whether civil, criminal, administrative or investigative action, including any such action in the right of the Consultant to procure a judgment in its favor. Company shall be indemnified against expenses, judgments, penalties and amounts paid in settlement, actually and reasonably incurred by Company or on Company's behalf in connection with such proceeding if Company acted in good faith and in a manner Company reasonably believed to be in or not opposed to the best interests of the Consultant, and, with respect to any criminal proceeding, having had no reasonable cause to believe Company's conduct was unlawful. In defending the Company or indemnifying the Company against any such Claims, the Consultant shall have the right to select legal counsel to provide such defense and shall have the right to settle any such Claims in its sole discretion, provided it satisfies its indemnity obligations set forth herein. Notwithstanding the foregoing, the Company may engage legal counsel of its choice to represent the Company at any time, at Company's sole cost and expense. The Company shall have no authority to settle any Claim indemnified hereunder without the consent of the Consultant first being obtained, which consent shall not be unreasonably withheld.