By Contributor Sample Clauses

By Contributor. At Closing, Contributor shall deliver to Contributee the following:
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By Contributor. Contributor represents and warrants to Company that (i) it has the full power and authority to enter into this Agreement; (ii) it has all rights necessary rights to transfer the Contributed Content and grant the licenses set forth herein; and (iii) Company’s use of the Licensed Content and Sublicensed Content as authorized herein does not and will not infringe or misappropriate any third party Intellectual Property Rights.
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By Contributor. Contributor hereby agrees to defend, indemnify and hold harmless Company, its officers, directors, employees and agents against any and all claims, demands, causes of action, judgments, damages, penalties, losses, liabilities, costs and expenses (including reasonable attorney fees’ and court costs) arising out of or resulting from (i) Contributor’s breach of any representation or warranty under this Agreement; or (ii) third party claims that Company’s use of the Licensed Content, Sublicensed Content, or any portion thereof, as authorized herein infringes or misappropriates any third party Intellectual Property Rights. For the avoidance of doubt, the Parties acknowledge and agree that any amounts paid by Company in indemnifying a sublicensee for any claims, demands or causes of actions arising out of or resulting from Contributor’s breach of any representation or warranty under this Agreement shall be deemed losses for which Company is entitled to indemnification hereunder. Company agrees to provide Contributor with prompt written notice of any third party claim subject to indemnification, allow Contributor to have sole control of the defense of such claim and any resulting disposition or settlement of such claim; provided, however, that Company may participate in the defense of a claim at its own expense. Notwithstanding the foregoing, any delay by Company in providing notice as required hereunder shall not relieve Contributor of its indemnification obligations except and only to the extent that Contributor was prejudiced by such delay.
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By Contributor. Contributor shall deliver possession of the Property to the Escrow Agent on behalf of the Partnership on the Pre-Closing Date, subject only to the Permitted Exceptions. Additionally, as of the Pre-Closing Date, Contributor shall have delivered in escrow to the Escrow Agent the following (collectively, the "Contributor Deliverables"):
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By Contributor. Contributor agrees to indemnify and hold harmless Acquirer and its officers, agents, employees, and tenants from and against, and to reimburse Acquirer with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) asserted against or incurred by Acquirer by reason of or arising out of: (a) if the transaction hereunder closes, a breach of any representation or warranty of Contributor set forth in this Agreement; (b) the failure of Contributor to perform any obligation required by this Agreement to be performed by it; and (c) the ownership, maintenance, operation, management and use of the Property prior to Closing.
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By Contributor. Contributor agrees to indemnify and hold harmless Acquirer and its officers, agents and employees from and against, and to reimburse Acquirer with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) asserted against or incurred by Acquirer or the Company by reason of or arising out of: (i) a breach of any representation or warranty of Contributor set forth in this Agreement, provided Contributor’s liability under this clause (i) is subject to all of the limitations, conditions and qualifications of Contributor’s liability stated in Section 6 or elsewhere in this Agreement; (ii) the failure of Contributor to perform any obligation required by this Agreement to be performed by it; and (iii) the ownership, maintenance, operation, management and use of the Property, the Acquired Assets, and/or the Company prior to Closing. The liability of each Contributor under this paragraph (a) is limited to each such Contributor’s Ownership Percentage of the total of all liabilities or amounts recoverable by Acquirer hereunder.
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By Contributor. In providing Contributor Data to eHealth Ontario, the Contributor will take the same care as it would take in maintaining its own records for individuals seeking care from the Contributor. The Contributor will make reasonable efforts to provide the Contributor Data to eHealth Ontario at such time or times as may be agreed to by the parties.
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By Contributor. Subject to Sections 5.4.3 and 5.4.4, Contributor shall waive any claim against Recipient for, and shall indemnify, hold harmless and defend Recipient against any claim, loss, damage or expense, including, without limitation, any and all reasonable attorneys’ fees and disbursements, asserted against or suffered by Recipient resulting from the following: (i) any breach by Contributor of this Agreement; (ii) any liability or obligation of Contributor to a third party that Recipient is not required to assume hereunder or accruing prior to such assumption, including, without limitation, any personal injury or property damage suffered in, on or about the Property by a third party or relating thereto occurring before the Closing (except that attributable to the negligence or intentional acts of Recipient or its agents, employees or representatives); or, (iii) the breach of any of the covenants, representations or warranties made by Contributor herein, including, without limitation, breach of the warranty contained in Section 7.22.
Sample 1
By Contributor. Contributor shall deposit or cause to be deposited into the Escrow at least one (1) business day before the Closing Date the following documents executed and, if applicable, acknowledged by Contributor as required:
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Related to By Contributor

  • By Contractor Should the Contractor be liable for any payments to the State hereunder, interest, late payment charges and collection fee charges will be determined and assessed pursuant to Section 18 of the State Finance Law.

  • By Sellers Each Seller agrees that, subject to such limitations as provided herein, such Seller shall be jointly and severally liable to Purchaser, its Related Persons, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") for, and agree to defend and indemnify and hold each Purchaser Indemnified Party harmless against and in respect of (i) any and all losses, damages, liability costs and expenses, including reasonable attorneys', accountants' and experts' fees and expenses, including, without limitation, those incurred to enforce the terms of this Agreement (collectively, "Covered Liabilities") incurred by any Purchaser Indemnified Party by reason of a breach of any of the representations, warranties, covenants or agreements made by the Company or Sellers in this Agreement, or in any other instrument or agreement specifically contemplated by this Agreement, (ii) any and all Covered Liabilities incurred by any Purchaser Indemnified Party by reason of (A) any violation of Governmental Regulations arising from those matters included as items 3 and 4 on Schedule 7.17(b), (B) the Company's or Sellers' failure to pay, withhold or collect any Taxes required to have been paid, withheld or collected for any taxable period ending on or prior to the Closing Date (including as a result of the Section 338(h)(10) election described in Section 11.4) or (C) the Company not being treated as a subchapter S corporation for federal and state income tax purposes, or (iii) liabilities of the Company or DBRHC arising out of or in connection with any of the businesses, assets (including the DBRHC Real Estate), operations or activities of the Company or DBRHC (including any predecessor of the Company or DBRHC, and any former business, asset, operation, activity or subsidiary of any of the foregoing) owned or conducted, as the case may be, on or prior to the Closing Date including any liability based on negligence, gross negligence, strict liability or any other theory of liability, whether in law (whether common or statutory) or equity, but excluding (A) liabilities or other obligations of the type reflected on the 1998 Balance Sheet incurred in the ordinary course consistent with past practice since December 31, 1998, other than any liabilities or obligations arising from any litigation or other legal, arbitration or administrative proceeding, or any claim with respect thereto (including, without limitation, tort claims or other claims based on strict liability, negligence or willful misconduct or violations of Governmental Regulations), (B) Indebtedness (but only to the extent Indebtedness at Closing is not greater than the Purchase Price adjustment under Section 3) and (C) obligations reflected in the 1998 Balance Sheet, including the notes thereto.

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • By Buyer At Closing, Buyer shall deliver to Seller the following:

  • By Purchaser Purchaser represents and warrants to Seller that:

  • BY PARTIES The parties are entering into this Agreement for the allotment of an Apartment with the full knowledge of all laws, rules, regulations, notifications applicable to the Project.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • By Consultant (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or,

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • Purchased Services During the term of this Collective Agreement, no regular employee will be declared surplus in his/her position as a result of the use of purchased services to perform the work normally performed by that employee.

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