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. 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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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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Related to By Honeywell

  • By Sellers Each Seller agrees that, subject to such limitations as provided herein, such Seller shall be jointly and severally liable to Purchaser, its Related Persons, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") for, and agree to defend and indemnify and hold each Purchaser Indemnified Party harmless against and in respect of (i) any and all losses, damages, liability costs and expenses, including reasonable attorneys', accountants' and experts' fees and expenses, including, without limitation, those incurred to enforce the terms of this Agreement (collectively, "Covered Liabilities") incurred by any Purchaser Indemnified Party by reason of a breach of any of the representations, warranties, covenants or agreements made by the Company or Sellers in this Agreement, or in any other instrument or agreement specifically contemplated by this Agreement, (ii) any and all Covered Liabilities incurred by any Purchaser Indemnified Party by reason of (A) any violation of Governmental Regulations arising from those matters included as items 3 and 4 on Schedule 7.17(b), (B) the Company's or Sellers' failure to pay, withhold or collect any Taxes required to have been paid, withheld or collected for any taxable period ending on or prior to the Closing Date (including as a result of the Section 338(h)(10) election described in Section 11.4) or (C) the Company not being treated as a subchapter S corporation for federal and state income tax purposes, or (iii) liabilities of the Company or DBRHC arising out of or in connection with any of the businesses, assets (including the DBRHC Real Estate), operations or activities of the Company or DBRHC (including any predecessor of the Company or DBRHC, and any former business, asset, operation, activity or subsidiary of any of the foregoing) owned or conducted, as the case may be, on or prior to the Closing Date including any liability based on negligence, gross negligence, strict liability or any other theory of liability, whether in law (whether common or statutory) or equity, but excluding (A) liabilities or other obligations of the type reflected on the 1998 Balance Sheet incurred in the ordinary course consistent with past practice since December 31, 1998, other than any liabilities or obligations arising from any litigation or other legal, arbitration or administrative proceeding, or any claim with respect thereto (including, without limitation, tort claims or other claims based on strict liability, negligence or willful misconduct or violations of Governmental Regulations), (B) Indebtedness (but only to the extent Indebtedness at Closing is not greater than the Purchase Price adjustment under Section 3) and (C) obligations reflected in the 1998 Balance Sheet, including the notes thereto.

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

  • 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.

  • 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.

  • Malicious Use of Orphan Glue Records Registry Operator shall take action to remove orphan glue records (as defined at xxxx://xxx.xxxxx.xxx/en/committees/security/sac048.pdf) when provided with evidence in written form that such records are present in connection with malicious conduct.

  • Your Billing Rights: Keep This Document For Future Use This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.

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  • HOME WARRANTY At Closing, Buyer Seller N/A shall pay for a home warranty plan issued by 172 at a cost not to exceed $_ . A home 173 warranty plan provides for repair or replacement of many of a home’s mechanical systems and major built-in 174 appliances in the event of breakdown due to normal wear and tear during the agreement’s warranty period.

  • 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..

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