By Ms. MS may give Company notices, authorizations, and requests in connection with this Agreement by:
By Ms. Colmenares:
By Ms. Wolfson:
By Ms. Xx. Each of Mr.
By Ms. NING: MS. NING shall deliver, or cause to be deliver, to CHFR: (a) the balance of the Consideration (if any); and (b) such other documents, instruments, and/or certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, or which are reasonably determined by the parties to be required to effectuate the transactions contemplated in this Agreement, or as otherwise may be reasonably requested by CHFR in furtherance of the intent of this Agreement; (2)
By Ms. MS hereby represents and warrants to Starpak as follows:
By Ms. Mark: With respect to Ms. Mark's rights and obligations, her rights and obligations hereunder are personal and neither this Agreement, nor any right, benefit or obligation of Ms. Mark, xxall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of Azurix. This Agreement and all payments hereunder shall inure to the benefit of and be enforceable by and against Ms. Mark's personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees.
By Ms. MS shall indemnify and defend COMPANY its subsidiaries and affiliated companies from and against any claims, losses, and damages relating to any (i) claims of infringement of any United States patent, copyright, trademark and/or service xxxx with respect to a Product, provided that the Product has not been altered, or (ii) any default or breach of MS' obligations, promises, representations, warranties or agreement hereunder. MS' obligation to indemnify and defend COMPANY shall only apply provided that MS is notified promptly in writing of such a claim and COMPANY tenders sole control over its defense or settlement to MS. COMPANY shall provide reasonable assistance in the defense of any claim.
By Ms. (a) If a cause of action, claim, or demand is brought under United States laws against COMPANY for an Infringement Claim, COMPANY shall promptly notify MS in writing of the Infringement Claim, specify the nature of such claim and the relief sought. COMPANY shall tender the defense of the Infringement Claim to MS. Within thirty (30) calendar days of MS' receipt of such notice, MS shall notify COMPANY in writing of MS' acceptance or rejection of the defense of the Infringement Claim. If MS accepts the defense of the Infringement Claim, then MS shall pay any settlement to which MS consents or shall pay the amount of any adverse final judgment. MS' acceptance or rejection of any Infringement Claim shall be based on MS' discretion which shall be reasonable. MS shall have sole control over the defense and/or settlement of Infringement Claims. COMPANY shall provide reasonable assistance in the same.
By Ms. (a) If a third cause of action, claim, or demand is brought under United States laws against COMPANY for an Infringement Claim, COMPANY shall promptly notify MS in writing of the Infringement Claim, specify the nature of such claim and the relief sought. COMPANY shall tender the defense of the Infringement Claim to MS. Within thirty (30) calendar days of MS' receipt of such notice, MS shall notify COMPANY in writing of MS' acceptance or rejection of the defense of the Infringement Claim. If MS accepts the defense of the Infringement Claim, then MS shall pay any settlement to which MS consents or shall pay the amount of any adverse final judgment. As soon as MS determines that it may reject defense of the Infringement Claim, MS and COMPANY shall engage in good faith discussions with respect to MS' intention. MS' acceptance or rejection of any Infringement Claim shall be based on MS' discretion which shall be reasonable. As a clarification of the foregoing, the parties understand and agree that MS will accept the defense of legitimate and valid Infringement Claims. MS shall have sole control over the defense and/or settlement of Infringement Claims. COMPANY shall provide reasonable assistance of the same.
