By Honeywell Sample Clauses

By Honeywell. Honeywell may terminate this Agreement for cause (including, but not limited to, Customer’s failure to make payments as agreed herein) after giving Customer written notice of its intent to terminate. If, within seven (7) days following receipt of such notice, Customer fails to make the payments then due, or otherwise fails to cure or perform its obligations, Honeywell may, by written notice to Customer, terminate this Agreement and recover from Customer payment for Work executed and for losses sustained for materials, tools, construction equipment and machinery, including but not limited to, reasonable overhead, profit and applicable damages.
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By Honeywell. Honeywell represents and warrants that it has not assigned or otherwise transferred any of the Honeywell Claims (as defined in paragraph 7.b. below) or portions thereof, and that it maintains complete and full authority to release them. Honeywell further represents and warrants that the individual executing this Settlement Agreement on its behalf has the full power and authority to do so.
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By Honeywell. Subject to the terms and conditions of this Settlement Agreement, Honeywell, for itself and its insurers, predecessors and successors in interest, assignees, nominees, present and future parents, subsidiaries, shareholders, partners, affiliates, directors, officers, agents, employees, attorneys, heirs, executors, administrators and assignees of all those persons and entities (all collectively referred to as the “Honeywell Releasing Parties”), hereby releases and forever discharges Turbodyne, its insurers, predecessors and successors in interest, assignees, nominees, present and future parents, subsidiaries, shareholders, partners, affiliates, directors, officers, agents, employees, attorneys, heirs, executors, administrators and assignees of all those persons and entities (all collectively referred to as the “Turbodyne Released Parties”), from all claims, demands, obligations, actions, or causes of action, whether known or unknown, however denominated for any injury, liability, damage, or loss, whether known or unknown, arising directly or indirectly from any circumstances generally described in the Recitals and/or arising out of, based upon, or related to EAT or EDC technology or products, and/or which could have been asserted in the Arbitration or the Federal Litigation (collectively, the "Honeywell Claims"). HONEYWELL EXPRESSLY WAIVES ANY AND ALL RIGHTS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH READS AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. The parties intend for the Turbodyne Released Parties that are not parties to this Settlement Agreement to be third-party beneficiaries of the release provided for by this article 7. The Honeywell Releasing Parties hereby acknowledge full and final settlement in satisfaction of all claims, demands, actions, and causes of action of whatsoever kind or character, except as specifically defined herein, which they may have against the Turbodyne Released Parties by reason of the above-mentioned matters. In making this release, it is understood and agreed that Honeywell Releasing Parties rely wholly upon their own judgment, belief and knowledge and that no representations or statements regarding the above-mentioned matters or regarding any other matters made by the persons, firms or corporations ...
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By Honeywell. Honeywell shall indemnify, defend and hold harmless the Turbodyne Released Parties from and against any and all demands, claims, suits, causes of action, liability, damages, costs, expenses, settlements and judgments (including court costs and reasonable experts’ and attorneys’ fees) by or in favor of any third parties arising from or in connection with (i) any of the Honeywell Claims or circumstances related to the Honeywell Claims, or (ii) the breach of any representation or obligation under this Settlement Agreement.
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By Honeywell. So long as this Agreement is in effect and until all of the Borrowers' obligations to the Bank hereunder or in connection with any Loan are paid in full, Honeywell will furnish to the Bank:
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Related to By Honeywell

  • 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 Seller Seller agrees to indemnify, defend and save Purchaser, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Indemnified Items”) for (i) injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Purchaser’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret; provided, however, Seller shall have no liability under this Section to the extent any such Indemnified Items are caused by either (i) the negligence or willful misconduct of Purchaser, its employees, agents or representatives or contractors, (ii) by any third party, (iii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) compliance with Purchaser’s designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) modifications of the Product by anyone other than Seller without Seller’s prior written approval. Purchaser shall [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. provide Seller prompt written notice of any third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Purchaser agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Purchaser the right, at no additional expense to Purchaser, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement docs not adversely affect the specifications of the Product; or (c) in the event (a) and (b) are not practical, refund to Purchaser the amortized amounts paid by Purchaser with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER’S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN.

  • 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.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

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

  • By Purchaser Purchaser represents and warrants to Seller that:

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

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

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