By FDC Sample Clauses

By FDC. FDC may terminate Donnxx'x xxxloyment hereunder during the term or any extended term hereof only (1) in the event of Donnxx'x xxxth or disability, subject to the provisions of Section 4.2 above; (2) "for cause," which shall be defined as "the failure of Donnxx xxx any reason, within thirty (30) days after receipt by Donnxx xx 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 Donnxx, xxcept under Section 8 (Indemnification), and Donnxx'x xxxy further liabilities to FDC shall be his 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.
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By FDC. FDC represents, warrants and covenants to Chopper as follows:
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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:
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By FDC. FDC may terminate Donnxx'x xxxloyment hereunder during the term or any extended term hereof only (1) in the event of Donnxx'x xxxth or disability, subject to the provisions of Section 4.2 above; or (2) "for cause," which shall be defined as
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By FDC. FDC may terminate Donnxx'x xxxloyment hereunder during the term or any extended term hereof only (1) in the event of Donnxx'x xxxth or disability, subject to the provisions of Section 4.2 above; or (2) "for cause," which shall be defined as "the failure of Donnxx xxx any reason, within thirty (30) days after receipt by Donnxx xx 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 Donnxx, xxcept under Section 8 (Indemnification), and Donnxx'x xxxy 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.
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Related to By FDC

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • 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.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • API If the Software offers integration capabilities via an API, your use of the API may be subject to additional costs or Sage specific policies and terms and conditions (which shall prevail in relation to your use of the API). You may not access or use the API in any way that could cause damage to us or the Software, or in contravention of any applicable laws. We reserve the right in our sole discretion, to: (i) update any API from time to time; (ii) place limitations around your use of any API; and (iii) deny you access to any API in the event of misuse by you or to otherwise protect our legitimate interests.

  • SERVICE MONITORING, ANALYSES AND ORACLE SOFTWARE 11.1 We continuously monitor the Services to facilitate Oracle’s operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with, non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license management purposes.

  • Third Party Materials The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third- party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

  • 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 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..

  • Use of Materials There should be no limitations or restrictions by Union upon a Contractor's choice of materials or design, nor, regardless of source or location, upon the full use and utilization, of equipment, machinery, packaging, precast, prefabricated, prefinished, or preassembled materials, tools or other labor saving devices, subject to the application of the California Public Contract and Labor Codes. Generally, the onsite installation or application of such items shall be performed by the craft having jurisdiction over such work.

  • Customer Materials 11.1. The Supplier including any of its employees, agents, consultants, contractors and any third party shall:

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