By GF Sample Clauses

By GF. GF shall own all right, title and interest, including Intellectual Property Rights, in CDP IP that is solely invented by GF’s employees, contractors or agents (“GF CDP IP”).
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By GF. GF represents and warrants that: (a) it has the right and authority to enter into this Agreement, and to fully perform its obligations hereunder; (b) this Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms; and (c) GF owns, or possesses a valid and enforceable license to use, and has full power and authority to license or sublicense, as the case may be, all GF’s Intellectual Property Rights licensed or sublicensed to IM pursuant to this Agreement
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By GF. GF agrees to defend, indemnify, and hold MC, and its officers, directors, agents, and employees (each an “MC Indemnified Party”), harmless against all costs, expenses, and losses (including reasonable attorneys’ fees and costs) incurred through or in connection with any claims of third parties against any MC Indemnified Party based on the content and operation of the Advertising sold by GF and displayed on the MC Site, or the violation of any third-party intellectual property rights by any content or other materials displayed on the MC Site, and any breach of any representation or warranty made in this Agreement, provided, however, that MC: (i) promptly notifies GF in writing of the claim, except that any failure to provide this notice promptly only relieves GF of its responsibility pursuant to this Section 6.2 to the extent its defense is materially prejudiced by the delay; (ii) grants GF sole control of the defense and/or settlement of the claim; and (iii) provides GF, at GF’s expense, with all assistance, information and authority reasonably required for the defense and/or settlement of the claim, but in a manner consistent with MC’s respective confidentiality obligations and preservation of attorney/client, work product, and other privileges.
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Related to By GF

  • 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 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 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 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.

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

  • By Purchaser Purchaser represents and warrants to Seller that:

  • 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.

  • 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.

  • By Either Party Either party may terminate this Agreement for convenience at any time effective after the first (1st) anniversary of the Installation Date by providing ninety (90) days' prior written notice to the other party at any time thereafter.

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