By Contributors Sample Clauses
The "By Contributors" clause defines the rights and obligations of individuals or entities who contribute to a project, typically in the context of intellectual property or open source licensing. It usually specifies how contributions—such as code, documentation, or other materials—are handled, including the granting of licenses or assignment of rights to the project or its users. This clause ensures that all contributions are properly authorized and that the project can legally use, modify, and distribute the contributed materials, thereby preventing future disputes over ownership or usage rights.
By Contributors. Subject to the procedures and limitations set forth in this Section 7, Contributors shall, jointly and severally, indemnify and hold GTI PA and RCPFM and their respective Affiliates, successors and assigns (the “GTI Indemnified Group”) harmless from and against any and all Damages, arising out of or in connection with:
(i) Any and all liabilities and obligations of, or claims against the Company or the GTI Indemnified Group and any other obligation or liability arising out of the operation of the Company that arise out of or relate to the Business: (A) prior to the effective date of the Management Services Agreement; and (B) after the effective date of the Management Services Agreement, if caused by acts of any Contributor or omissions of the Contributors in violation of the Management Services Agreement.
(ii) Any breach of any of the representations or warranties made by a Contributor or the Company in this Agreement or any Transaction Document or any failure by a Contributor or the Company to perform any material agreement or covenant under this Agreement or any Transaction Document, or from any misrepresentation in or omission from any Schedule, certificate or other instrument furnished or to be furnished by a Contributor or the Company to GTI PA or RCPFM hereunder;
(iii) Any Taxes attributable to any all taxable periods (including any portion thereof) of the Company ending on or before the Closing Date;
(iv) Any matter related to any dispute or controversy involving the real property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇;
(v) Any legal fees or incremental labor costs incurred in connection with Neutrality and Card Check Agreement dated March 16, 2017, by and between the Company and the United Food and Commercial Workers Local 1776 (the “Union Agreement”) at the three dispensary sites licensed to Company caused by the Union Agreement, including, without limitation, any increase in the aggregate of wages, benefits, expenses, costs, losses or liabilities owed to employees of the Business as a result of or otherwise relating to the Union Agreement at such sites. Notwithstanding the foregoing, Contributors shall not be responsible for indemnification under this Section 7(b)(v) in excess of $750,000 in the aggregate;
(vi) Any matter related to (A) the limited liability company governance or other internal affairs of the Company and its members prior to the Closing Date, (B) any transactions, agreements, arrangements, understandings, de...
By Contributors. (1) Contributors shall indemnify, save and hold harmless Contributee and its Affiliates, and its and their respective Representatives, from and against any and all costs, losses (including, without limitation, diminution in value), liabilities, damages, lawsuits, deficiencies, claims and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, additions, travel expenses, wages allocable to loss of employee time, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, the "Damages"), incurred in connection with or arising out of or resulting from (i) any breach of any representation, warranty, covenant or agreement, or the inaccuracy of any representation or warranty, made by Contributors in or pursuant to this Agreement (whether or not such claims or causes of action with respect thereto are described, listed or reflected on the Disclosure Schedule); (ii) any liabilities under any Pension Plan, ERISA Plan or Welfare Plan or for workers compensation, severance or other employment related liabilities of Contributors (whether or not such liabilities are described, listed or reflected on the Disclosure Schedule); (iii) any liabilities of Contributors in respect of
By Contributors. For a period of one year from the First Coast Closing Date (except for (i) Claims related to a breach of the representations and warranties set forth in Sections 6.1.1 (Due Organization), 6.1.2 (Due Authorization; Consents; No Violations), 6.2.2 (Securities) and 6.3 (Joint Ventures), for which the survival period shall be two years, and (ii) Claims related to a breach of the representations and warranties set forth in Sections 6.2.6 (No Employees), 6.4.5 (Employee Benefit Plans), 5.6 (Disclosure) and 6.
By Contributors. (a) From and after the Closing Date, each Contributor (an “Indemnitor”) agrees severally to indemnify, defend and hold harmless the New Company, each other Contributor, and each such Contributor’s respective subsidiaries, Affiliates, officers, directors, partners, members, managers, security holders, stockholders, employees, representatives and