By NSI Sample Clauses

By NSI. NSI shall indemnify and hold harmless NUSA, and each officer, director, employee and agent of NUSA, from and against any and all Liabilities and Claims which NSI has agreed to assume, pay, perform and discharge pursuant to the terms of this Agreement including: (i) all NSI Retained Liabilities; (ii) NSI's proportionate share of all Jointly Shared Liabilities; (iii) all Claims relating to or arising from such Liabilities; and (iv) all costs, expenses and obligations arising from, relating to or incurred in connection with such Liabilities and Claims.
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By NSI. NSI shall defend and indemnify VAR, and hold VAR harmless, in connection with any and all claims, actions, proceeding, liabilities, judgments, damages, * Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. orders, losses, costs and expenses of any kind (including reasonable attorneys fees and legal costs) relating to infringement of any patent known to NSI, copyright or trade secret by the Licensed Software in the form provided by NSI to VAR provided that (i) VAR notifies NSI promptly upon learning that the claim might be asserted, (ii) NSI has sole control over the defense of the claim and any negotiations for its settlement or compromise, and (iii) VAR takes no action that, in NSI’s judgment, impairs NSI’s defense of the claim. This indemnification obligation shall be effective only if: VAR has made all payments required by the terms of this Agreement, VAR has given prompt notice of the claim and permitted NSI an opportunity to defend, VAR has reasonably cooperated in the defense of the claim, and the infringement does not result from VAR’s modification of the Licensed Programs.
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By NSI. NSI shall defend and indemnify VAR, and hold VAR harmless, in connection with any and all claims, actions, proceeding, liabilities, judgments, damages, orders, losses, costs and expenses of any kind (including reasonable attorneys fees and legal costs) relating to infringement of any patent known to NSI, copyright or trade secret by the Licensed Software in the form provided by NSI to VAR provided that (i) VAR notifies NSI promptly upon learning that the claim might be asserted, (ii) NSI has sole control over the defense of the claim and any negotiations for its settlement or compromise, and (iii) VAR takes no action that, in NSI’s judgment, impairs NSI’s defense of the claim. This indemnification obligation shall be effective only if: VAR has made all payments required by the terms of this Agreement, VAR has given prompt notice of the claim and permitted NSI an opportunity to defend, VAR has reasonably cooperated in the defense of the claim, and the infringement does not result from VAR’s modification of the Licensed Programs.
Sample 1
By NSI. NSI shall defend and indemnify DISTRIBUTOR, and hold DISTRIBUTOR harmless, in connection with any and all claims, actions, proceeding, liabilities, judgments, damages, orders, losses, costs and expenses of any kind (including reasonable attorneys fees and legal costs) relating to infringement of any patent known to NSI, copyright or trade secret by the Licensed Software in the form provided by NSI to DISTRIBUTOR provided that (i) DISTRIBUTOR notifies NSI promptly upon learning that the claim might be asserted, (ii) NSI has sole control over the defense of the claim and any negotiations for its settlement or compromise, and (iii) DISTRIBUTOR takes no action that, in NSI’s judgment, impairs NSI’s defense of the claim. This indemnification obligation shall be effective only if: DISTRIBUTOR has made all payments required by the terms of this Agreement, DISTRIBUTOR has given prompt notice of the claim and permitted NSI an opportunity to defend, DISTRIBUTOR has reasonably cooperated in the defense of the claim, and the infringement does not result from DISTRIBUTOR’s modification of the Licensed Programs.
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Related to By NSI

  • By November 1st of each year, the University will provide the Association with a list of all members eligible for retirement without penalty under the faculty pension plan.

  • By Non State Agencies Upon acceptance of Product or as otherwise provided by Contract, Contractor may invoice for payment. The required payment date shall be 30 calendar days, excluding legal holidays, or as mandated by the appropriate governing law from the receipt of a proper invoice. The terms of Article 11-A of the State Finance Law apply only to procurements by and the consequent payment obligations of State Agencies. Neither expressly nor by any implication is the statute applicable to non-State agency Authorized Users. Neither OGS nor the State Comptroller is responsible for payments on any purchases made by a non-State agency Authorized User.

  • Effect on Other Agreements The provisions of this Agreement shall supersede the terms of any plan, policy, agreement, award or other arrangement of the Employer (whether entered into before or after the Effective Date) to the extent application of the terms of this Agreement is more favorable to the Executive.

  • Effect on Other Plans and Agreements An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except as otherwise provided in Section 8 hereof, and except that the Executive shall have no rights to any severance benefits under any Company severance pay plan, offer letter or otherwise. In the event that the Executive is party to an agreement with the Company providing for payments or benefits under such plan or agreement and under this Agreement, the terms of this Agreement shall govern and the Executive may receive payment under this Agreement only and not both. Further, Section 5 and Section 6 of this Agreement are mutually exclusive and in no event shall the Executive be entitled to payments or benefits pursuant to both Section 5 and Section 6 of this Agreement.

  • Grievance on Layoffs and Recalls Grievances concerning layoff and recalls must be initiated at Step 2 of the grievance procedure.

  • Non-Discrimination and Other Requirements A. Section 504 applies only to Contractor who are providing services to members of the public. Contractor shall comply with § 504 of the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this Agreement.

  • No Waiver by Course of Conduct; Cumulative Remedies No Secured Party shall by any act (except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

  • Conformance with Sample(s Submission of a sample (whether or not such sample is tested by, or for, the Commissioner) and approval thereof shall not relieve the Contractor from full compliance with all terms and conditions, performance related and otherwise, specified in the Bid Specifications. If in the judgment of the Commissioner the sample or product submitted is not in accordance with the specifications or testing requirements prescribed in the Bid Specifications, the Commissioner may reject the Bid. If an award has been made, the Commissioner may cancel the Contract at the expense of the Contractor.

  • No Improper Use of Information of Prior Employers and Others During my employment by the Company I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I 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 I have an obligation of confidentiality unless consented to in writing by that former employer or person. I will use in the performance of my duties only information which is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.

  • COMPLIANCE WITH POLICIES AND PROCEDURES During the period that Executive is employed with the Company hereunder, Executive shall adhere to the policies and standards of professionalism set forth in the policies and procedures of the Company and IAC as they may exist from time to time.

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