By MB Sample Clauses

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  • 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 Owner Owner may suspend the Project upon seven days written notice to Engineer.

  • 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 Purchaser Purchaser represents and warrants to Seller that:

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

  • 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.

  • Smoke Detectors At Owner's expense, smoke detectors will be installed on the Property in working condition in accordance with the law prior to the tenant's occupancy. During the occupancy, it shall be the tenant's responsibility to maintain all smoke detectors. Owner will replace smoke detector equipment as needed.

  • 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.

  • Archiving You may make one copy of the Software solely for archival purposes. If the Software is an upgrade, you may use the Software only in conjunction with upgraded product. If you receive your first copy of the Software electronically, and a second copy on media afterward, the second copy can be used for archival purposes only. For all Neevia Tech products, you agree that you will only use our software on a server and all applications that will access the server will reside on the server and you will not permit remote access to the software except through your application residing on the server. You agree to surrender your license(s) if you violate this agreement. If you violate this agreement, you will not receive a refund upon termination of this license. You agree not to utilize our software to violate the copyright of any third parties. If you do violate the copyright of a third party utilizing our software, you agree to hold Neevia Tech harmless and will indemnify Neevia Tech for any such activity even if the violation is unintentional. COPYRIGHT The Software is owned by Neevia Tech and/or its suppliers, and is protected by the copyright and trademark laws of the United States and related applicable laws. You may not copy the Software except as set forth in the "License" section. Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You may not rent, lease, sub-license, transfer, or sell the Software. You may not modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, except to the extent applicable law expressly prohibits such foregoing restriction. You may use the trademarks to identify the Software owner's name, or to identify printed output produced by the Software. Such use of any trademark does not give you any rights of ownership in that trademark. NO WARRANTY LICENSED SOFTWARE (S) - "AS IS" The Software is provided AS IS. NEEVIA TECH AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, QUALITY, NONINFRINGEMENT OF THIRD PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK AS TO THE QUALITY, RESULTS BY USING THE SOFTWARE, AND PERFORMANCE OF THE SOFTWARE IS WITH THE END USER. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you or your company.

  • Metering The Interconnection Customer shall be responsible for the Connecting Transmission Owner’s reasonable and necessary cost for the purchase, installation, operation, maintenance, testing, repair, and replacement of metering and data acquisition equipment specified in Attachments 2 and 3 of this Agreement. The Interconnection Customer’s metering (and data acquisition, as required) equipment shall conform to applicable industry rules and Operating Requirements.

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