By CSI Sample Clauses

By CSI. CSI hereby represents and warrants that:
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By CSI. CSI shall indemnify FDMS, its Affiliates and Channels, and its and their directors, officers and employees (the "FDMS Group"), for any claim, loss, damage, expenses, penalty or liability the FDMS Group member sustains or incurs, including reasonable attorneys fees and litigation costs (together, "Loss") as a result of a claim by a third party (i) that CSI or its agent has breached the Program Privacy Policy; (ii) arising out of any products and services provided by CSI or its agents; (iii) related to the CSI Property; and (iv) arising out of a breach of this Agreement by CSI or its agents. CSI's obligation to indemnify the FDMS Group pursuant to the foregoing shall not apply to the extent such claim is due to the breach of this Agreement by any member of the FDMS Group or its agents, or the gross negligence or willful misconduct of any member of the FDMS Group, or its agents. In addition to the foregoing, CSI shall indemnify the FDMS Group for any Loss arising out of CSI's or its agents' use or disclosure of the Transaction Data in any manner not permitted under this Agreement, wherein the information in issue was obtained by the party who wrongfully used or disclosed it, pursuant to, or as a result of, this Agreement.
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By CSI. CSI shall indemnify the FDMS Group for any Loss that may result by reason of any infringement or claim of infringement of any copyright, patent, trademark, trade secret or other proprietary right of any third party related to the CSI Property, and all software, services and systems provided by CSI and its agents in connection with any Joint Program hereunder.
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By CSI. Without the prior written consent of CSI, the Seller will at all times comply with the covenants contained in this Article V, from the date hereof and for so long as any part of the Obligations or the Commitment is outstanding.
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By CSI. Any non-public information that CSI may obtain from ------ GlobalTel in connection with this Agreement and the transactions contemplated hereby shall be deemed confidential and, unless and until Closing shall occur, CSI shall not disclose any such information to any third party (other than its directors, officers and employees, and representatives of its advisors and lenders whose knowledge thereof is necessary in order to facilitate the consummation of the transactions contemplated hereby) or use such information to the detriment of GlobalTel; provided that (i) CSI may use and disclose any such information once it has been publicly disclosed (other than by CSI in breach of its obligations under this Section) or which rightfully has come into the possession of CSI (other than from GlobalTel or any Subsidiary), and (ii) to the extent that CSI may become compelled by Legal Requirements to disclose any of such information, CSI may disclose such information if it shall have used all reasonable efforts, and shall have afforded GlobalTel the opportunity, to obtain an appropriate protective order, or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed. In the event of termination of this Agreement, CSI shall, and CSI shall cause its advisors to, use all reasonable efforts to cause to be delivered to GlobalTel, and retain no copies of, any documents, work papers and other materials obtained by CSI or on its behalf from GlobalTel, whether so obtained before or after the date of this Agreement.
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Related to By CSI

  • 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.

  • By Client Client agrees to indemnify, defend and hold Agency, its officers, directors, employees, agents, attorneys, subsidiaries, affiliated companies, parent companies, representatives, and successors and assigns, harmless from and against all Losses to the extent such Losses arise out of or are primarily related to (i) the negligent or wrongful acts, errors, or omissions of Client or its employees, agents affiliates, assigns or any creditor or prior account holder, or the employees or agents of any of them, in connection with this Agreement, including but not limited to errors or omissions in connection with information furnished by Client to Agency concerning a Referred Account, or (ii) any collection effort by Client or any other collection agency as to a Referred Account.

  • By You You may cancel this policy at any time by giving us written notice or returning the policy to us and stating when thereafter the cancellation is to be effective.

  • 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..

  • By Licensee Except for claims for which Oracle is obligated to indemnify Licensee under Section 7.2, Licensee shall defend, at Licensee's expense, any and all claims brought against Oracle, and shall pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Licensee, arising out of or in connection with Licensee's reproduction, development or distribution of product(s) developed using the TCK. Licensee's obligation to provide a defense under this Section 7.5 shall arise provided that Oracle: (a) provides notice of the claim promptly to Licensee; (b) gives Licensee sole control of the defense and settlement of the claim; (c) provides to Licensee, at Licensee's expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without Licensee's prior written consent.

  • 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 Company The Company may terminate the Executive’s employment under this Agreement by giving Notice of Termination to the Executive:

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

  • By Each Party Each party represents, warrants, and covenants to the other party that: (a) such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and (d) such party will comply with all laws, rules, and regulations applicable to such party in its performance under this Agreement.

  • By Us We may cancel this policy by written notice delivered to or mailed to you at the address shown in the policy (and to your authorized agent or broker if required). Proof of delivery or mailing is sufficient proof of notice. This notice must be delivered or mailed the required number of days prior to the effective date of the cancellation. For a description of the number of days of required notice, refer to:

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