By Golden Sample Clauses

By Golden. Golden shall defend, indemnify and hold Futech, and its Subsidiaries, and associated and affiliated companies, harmless from and against any liabilities (including reasonable attorneys' fees and costs) of any kind or nature whatsoever which may be sustained or suffered by Futech: (i) in connection with the Licensed Products or the packaging, distribution, promotion, sale or exploitation of the Licensed Products, including but not limited to any actual or alleged defect in the Licensed Products, or their packaging, whether latent or patent, including failure of said Licensed Products or their packaging, distribution, promotion, sale or exploitation to meet any federal, state or local laws or standards; (ii) based upon or arising out of any actual or alleged unauthorized use by Golden or its Subsidiaries of any patent, trade secret, process, idea, method or device, or any copyright or trademark; or (iii) any other actual or alleged unauthorized action of Golden. The foregoing indemnification shall not however apply to any such liability arising out of, relating to or caused by the Futech Technology and/or the Futech Intellectual
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Related to By Golden

  • By Consultant (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or,

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

  • By Sellers Subject to the limitations set forth in this Article 10, from and after the Closing Date, Sellers (including Parent), jointly and severally, shall indemnify, save and hold harmless Buyer, its Affiliates and Subsidiaries, and its and their respective Representatives, from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation, made by Sellers, or any of them, in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, or any of them, in or pursuant to this Agreement; (iii) any Excluded Liability or (iv) any Liabilities (y) for or arising out of or related to the violation by any Seller or Entity of any Health Care Laws prior to the Closing or (z) for or arising out of or related to any action taken or omission occurring prior to the Closing which, with notice, passage of time or both (whether before or after the Closing) would result in a violation by any Seller or any Entity, or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Law.

  • By Purchaser Purchaser represents and warrants to Seller that:

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

  • By Executive Executive may terminate his employment at any time, for any reason, upon giving Notice of Termination.

  • to Buyer Unless and until Buyer shall give written notice to Seller, Custodian and Bank to the contrary, all written notices to Buyer shall be sent to Custodian. For informational purposes, Buyer's address is as follows: 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention of ________________. Buyer's telephone is as follows: ______________.

  • Comverge Comverge hereby represents and warrants the following:

  • Buyers 3.1 The Buyer Parent has incorporated or shall incorporate wholly-owned single purpose Xxxxxxxx Islands entities to be the Buyers of the Rigs and will nominate one such Buyer for each Rig.

  • Alex Xxxxx shall furnish, at its expense and without cost to the Fund, the services of personnel to the extent that such services are required to carry out their obligations under this Agreement;

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