By FDC Clause Samples
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By FDC. FDC may terminate Donn▇▇'▇ ▇▇▇loyment hereunder during the term or any extended term hereof only (1) in the event of Donn▇▇'▇ ▇▇▇th or disability, subject to the provisions of Section 4.2 above; (2) "for cause," which shall be defined as "the failure of Donn▇▇ ▇▇▇ any reason, within thirty (30) days after receipt by Donn▇▇ ▇▇ written notice thereof from FDC, to correct, cease, or otherwise alter any action or omission to act that constitutes a material and willful breach of this Agreement likely to result in material damage to FDC, or willful gross misconduct likely to result in material damage to FDC"; or (3) in the event of a "change in control" of the Company. Upon such termination "for cause" under subsection (2) of this Section 14.2, FDC shall have no further liabilities to Donn▇▇, ▇▇cept under Section 8 (Indemnification), and Donn▇▇'▇ ▇▇▇y further liabilities to FDC shall be her covenants under Section 5 (Disclosure of Information), and 2 Section 6 (Covenant Not to Compete), which Sections shall survive termination of this Agreement. The term "change in control" as used in this subsection (3) of this Section 14.2 shall mean any statutory merger, statutory consolidation, sale of all or substantially all of the assets of the Company, or sale, pursuant to an agreement with the Company, of securities of the Company pursuant to which the Company is not the surviving or acquiring company or the Company is or becomes a wholly-owned subsidiary of another company after the effective date of the transaction.
By FDC. FDC shall indemnify, defend and hold Chopper, its Affiliates and their respective directors, officers, employees and agents (collectively, the "Chopper Indemnified Persons") harmless from and against and in respect of any and all Losses that any of Chopper Indemnified Persons shall incur or suffer, that arise, result from, or relate to:
(a) any Infringement Claim asserted by any third Person against any Chopper Indemnified Person relating to the services or products provided by FDC to Chopper or its Affiliates pursuant to this Agreement; and
(b) any claim by any third Person relating to the services or products provided by FDC and its Affiliates pursuant to this Agreement, unless, and to the extent that, such claim arises, or is attributable to, the negligence, breach of contract, or unlawful act of Chopper or its Affiliates.
By FDC. FDC may terminate Donn▇▇'▇ ▇▇▇loyment hereunder during the term or any extended term hereof only (1) in the event of Donn▇▇'▇ ▇▇▇th or disability, subject to the provisions of Section 4.2 above; or (2) "for cause," which shall be defined as "the failure of Donn▇▇ ▇▇▇ any reason, within thirty (30) days after receipt by Donn▇▇ ▇▇ written notice thereof from FDC, to correct, cease, or otherwise alter any action or omission to act that constitutes a material and willful breach of this Agreement likely to result in material damage to FDC, or willful gross misconduct likely to result in material damage to FDC." Upon such termination "for cause" under Section 14.2, FDC shall have no further liabilities to Donn▇▇, ▇▇cept under Section 8 (Indemnification), and Donn▇▇'▇ ▇▇▇y further liabilities to FDC shall be her covenants under Section 5 (Disclosure of Information), and Section 6 (Covenant Not to Compete), which Sections shall survive termination of this Agreement.
By FDC. FDC represents, warrants and covenants to Chopper as follows:
(a) FDC is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware;
(b) FDC has full power and authority to execute, deliver and perform this Agreement;
(c) this Agreement has been duly authorized, executed and delivered by FDC and is the legal, valid and binding obligation of FDC in accordance with its terms; and
(d) FDC shall perform all of its obligations set forth herein in a professional and workmanlike manner in accordance with the highest applicable industry standards.
By FDC. FDC may terminate Donn▇▇'▇ ▇▇▇loyment hereunder during the term or any extended term hereof only (1) in the event of Donn▇▇'▇ ▇▇▇th or disability, subject to the provisions of Section 4.2 above; or (2) "for cause," which shall be defined as