By PFP Sample Clauses

By PFP. PFP has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by PFP of this Agreement, the issuance by PFP of PFP Share Consideration to PAC Mexico in accordance with Section 1.2 of this Agreement and consummation by PFP of the other transactions contemplated hereby, and the performance by PFP of its obligations hereunder, have been duly and effectively authorized by all necessary corporate action on the part of PFP. This Agreement has been duly executed and delivered by PFP and constitutes a legal, valid and binding obligation of PFP, fully enforceable against PFP in accordance with its terms; except as enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and the exercise of judicial discretion in accordance with general principles of equity.
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Related to By PFP

  • 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.

  • 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.

  • Access to Work District representatives shall at all times have access to the Work, wherever it is, in preparation or in progress. Contractor shall provide safe and proper facilities for such access.

  • 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.

  • Procurement of Recovered Materials (1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired

  • 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 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..

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

  • System Upgrade Facilities and System Deliverability Upgrades Connecting Transmission Owner shall design, procure, construct, install, and own the System Upgrade Facilities and System Deliverability Upgrades described in Appendix A hereto. The responsibility of the Developer for costs related to System Upgrade Facilities and System Deliverability Upgrades shall be determined in accordance with the provisions of Attachment S to the NYISO OATT.

  • 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.

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