By ITI Sample Clauses

By ITI. ITI shall indemnify, defend and hold harmless Corporation from and against any claims, damage or liability including reasonable attorneys fees and the costs and expenses of any legal action, or prelude thereto, arising as a result of the negligence or wrongful acts or omissions of ITI, its officers, employees or agents in performing any services for Corporation pursuant to this Agreement, including, without limitation, claims under Sections 7 and 14 hereof.
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By ITI. ITI represents and warrants to Takeda that, as of the Termination Date, ITI has not sublicensed, assigned, encumbered or transferred any Takeda Technology.
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By ITI. ITI shall immediately advise SLC orally and in writing of (x) any ITI Takeover Proposal that is made or submitted by any such person, (y) the identity of the person making or submitting such ITI Takeover Proposal and the terms thereof and (z) any discussion or negotiation with respect to ITI Takeover Proposal that changes the terms thereof. Notwithstanding anything herein to the contrary, if SLC reasonably determines that a person who has made a Superior Proposal is a direct competitor of ITI with a market share in wireless security systems that is comparable to or larger than ITI's share of such market, SLC can, by written notice to ITI, prohibit ITI from providing nonpublic information to such person. ITI shall immediately cease and cause to be terminated any existing discussions with any person that relate to any ITI Takeover Proposal. For purposes of this Agreement, "ITI Takeover Proposal" means any proposal for a merger or other business combination involving ITI or any of its Subsidiaries or any proposal or offer to acquire in any manner, directly or indirectly, a substantial equity interest in, a substantial portion of the voting securities of, or a substantial portion of the assets of ITI or any of its Subsidiaries, other than the transactions contemplated by this Agreement, and "Superior Proposal" means a bona fide, unsolicited written ITI Takeover Proposal made by a third party the terms of which a majority of the Board of Directors of ITI, taking into consideration financial, legal, regulatory and other factors as they deem relevant, determines in their reasonable good faith judgment, based on the advice of financial advisors, outside counsel and other advisors selected by them, to be more favorable to ITI's stockholders than the terms of the Merger (including a determination that the proposal is more favorable to ITI's stockholders than the Merger from a financial point of view) and the negotiation of which proposal is consistent with the Board's fiduciary obligations to the ITI stockholders. ITI has provided to SLC forms of confidentiality agreements (the "Confidentiality Agreements") executed by all Persons to whom ITI has given confidential information in the last twelve months. ITI will not agree to any amendment, modification or waiver of any provision of any Confidentiality Agreement without the prior written consent of SLC, and will enforce all of its rights to the full extent provided by the Confidentiality Agreements.
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Related to By ITI

  • 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.

  • Testing-the-Waters Materials If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

  • 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.

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

  • Service by Indemnitee Indemnitee will serve and/or continue to serve as an independent or non-independent director or officer of the Corporation faithfully and to the best of Indemnitee's ability so long as Indemnitee is duly elected or appointed and until such time as Indemnitee is removed as permitted by law or tenders a resignation in writing.

  • Services by Indemnitee Indemnitee will serve as a director or officer of the Company. However, this Agreement shall not impose any independent obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company. This Agreement shall not be deemed an employment contract between the Company (or any other entity) and Indemnitee.

  • 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.

  • Claims Initiated by Indemnitee To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

  • 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..

  • Notice/Cooperation by Indemnitee Indemnitee shall, as a condition precedent to Indemnitee's right to be indemnified or Indemnitee's right to receive Expense Advances under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee's power.

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