By P&G Sample Clauses

By P&G. From and after the Effective Date, P&G will indemnify, defend and hold harmless Corium and its Affiliates and their respective directors, officers, shareholders, partners, attorneys, accountants, and employees and any agents of the foregoing and any heirs, executors, successors and assigns of any of the foregoing (the “Corium Indemnified Parties”) from, against and in respect of any damages, losses, charges, obligations, Liabilities, Actions, interest, penalties and reasonable costs and expenses (including, without limitation, reasonable attorneys’ and experts’ fees and expenses incurred to enforce successfully the terms of this Agreement) (“Corium Losses and Expenses”) imposed on, sustained, incurred or suffered by any of the Corium Indemnified Parties relating to, arising from or otherwise in respect of any breach of, or inaccuracy in, a representation or warranty of P&G hereunder, or breach of (i) a covenant or other agreement of P&G hereunder, or (ii) any Action brought by a third party against a Corium Indemnified Party arising from or related to P&G’s manufacturing, sale, marketing, distribution, or other exploitation of a product covered by the Corium Patents and/or the Technology; provided, however, that P&G shall have no obligation to indemnify Corium for any Corium Losses and Expenses for which indemnification is sought if (i) such Corium Losses and Expenses were also caused by, relate to or involve a breach of, or inaccuracy in, any covenant, obligation, representation or warranty of Corium provided to P&G in this Agreement or (ii) such Corium Losses and Expenses result from or arise out of an action or omission of Corium or involve any culpability of Corium relating in any way to [*] prior to or after the Effective Date, including, but not limited to, any contractual obligations between [*] and Corium, any intellectual property owned or licensed to [*] by Corium, any conduct by, between or on behalf of [*].
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By P&G. P&G hereby represents, warrants and covenants to SYNERON that, as of the EFFECTIVE DATE as follows:
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By P&G. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, (a) P&G HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, WITH RESPECT TO THE P&G LICENSED PATENTS, PROJECT TECHNOLOGY, P&G CONFIDENTIAL INFORMATION, AND P&G REGULATORY DOCUMENTATION, INCLUDING ANY WARRANTY OF QUALITY, TITLE, NONINFRINGEMENT, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, AND (b) WITHOUT LIMITING THE FOREGOING, P&G EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION (i) AS TO THE VALIDITY OR SCOPE OF ANY OF THE INTELLECTUAL PROPERTY RIGHTS LICENSED BY P&G HEREUNDER, (ii) THAT ANY LICENSED PRODUCTS, ANY OTHER PRODUCTS OR ANY ACTIVITIES OF THE PARTIES CONTEMPLATED BY THIS AGREEMENT, SHALL BE FREE FROM INFRINGEMENT, MISAPPROPRIATION OR MISUSE OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR (iii) AS TO THE QUALITY OR PERFORMANCE OF ANY INFORMATION AND INVENTIONS OR LICENSED PRODUCTS OR ANY OTHER PRODUCTS.
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Related to By P&G

  • Inspection of Goods 8.1 The Buyer shall inspect the goods upon delivery.

  • GRANT AND SCOPE OF LICENCE 2.1 In consideration of you agreeing to abide by the terms of this XXXX, we xxxxx you a non- transferable, non-exclusive licence to use the App on the Devices, subject to these terms, the Privacy Policy and the Appstore Rules, incorporated into this XXXX by reference. We reserve all other rights.

  • REJECTION OF GOODS Notwithstanding any other rights of, or remedies available to UNDP under the Contract, in case any of the Goods are defective or otherwise do not conform to the specifications or other requirements of the Contract, UNDP, at its sole option, may reject or refuse to accept the Goods, and within thirty (30) days following receipt of notice from UNDP of such rejection or refusal to accept the Goods, the Contractor shall, in sole option of UNDP:

  • USE OF CONTRACT BY OTHER GOVERNMENT AGENCIES At the option of the Contractor, the use of the contract resulting from this solicitation may be extended to other governmental agencies, including the State of Florida, its agencies, political subdivisions, counties, and cities. Each governmental agency allowed by the Contractor to use this contract shall do so independent of any other governmental entity. Each agency shall be responsible for its own purchases and shall be liable only for goods or services ordered, received and accepted. No agency receives any liability by virtue of this bid and subsequent contract award.

  • Modification of Licensed Materials The Participating Institutions or the Authorized Users shall not modify or manipulate the Licensed Materials without the prior written permission of the Licensor.

  • Grant and Scope of License 2.1. Subject to Licensee’s compliance with the License Agreement, and except as otherwise stated herein, Licensor hereby grants Licensee a non-exclusive, revocable and non-transferrable license to:

  • Data Security and Unauthorized Data Release The Requester and Approved Users, including the Requester’s IT Director, acknowledge NIH’s expectation that they have reviewed and agree to manage the requested controlled-access dataset(s) and any Data Derivatives of controlled-access datasets according to NIH’s expectations set forth in the current NIH Security Best Practices for Controlled-Access Data Subject to the GDS Policy and the Requester’s IT security requirements and policies. The Requester, including the Requester’s IT Director, agree that the Requester’s IT security requirements and policies are sufficient to protect the confidentiality and integrity of the NIH controlled-access data entrusted to the Requester. If approved by NIH to use cloud computing for the proposed research project, as outlined in the Research and Cloud Computing Use Statements of the Data Access Request, the Requester acknowledges that the IT Director has reviewed and understands the cloud computing guidelines in the NIH Security Best Practices for Controlled-Access Data Subject to the NIH GDS Policy. The Requester and PI agree to notify the appropriate DAC(s) of any unauthorized data sharing, breaches of data security, or inadvertent data releases that may compromise data confidentiality within 24 hours of when the incident is identified. As permitted by law, notifications should include any known information regarding the incident and a general description of the activities or process in place to define and remediate the situation fully. Within 3 business days of the DAC notification, the Requester agrees to submit to the DAC(s) a detailed written report including the date and nature of the event, actions taken or to be taken to remediate the issue(s), and plans or processes developed to prevent further problems, including specific information on timelines anticipated for action. The Requester agrees to provide documentation verifying that the remediation plans have been implemented. Repeated violations or unresponsiveness to NIH requests may result in further compliance measures affecting the Requester. All notifications and written reports of data security incidents and policy compliance violations should be sent to the DAC(s) indicated in the Addendum to this Agreement. NIH, or another entity designated by NIH may, as permitted by law, also investigate any data security incident or policy violation. Approved Users and their associates agree to support such investigations and provide information, within the limits of applicable local, state, tribal, and federal laws and regulations. In addition, Requester and Approved Users agree to work with the NIH to assure that plans and procedures that are developed to address identified problems are mutually acceptable and consistent with applicable law.

  • Waiver or Delay No failure to exercise or delay by a party in exercising any right, power, or remedy under this License Agreement operates as a waiver of such right, power, or remedy. A single or partial exercise of any right, power, or remedy does not preclude any other or further exercise of that or any other right, power, or remedy. A waiver is not valid or binding on the party granting the waiver unless made in writing.

  • Notification of Breach / Compliance Reports The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

  • Suspension of unsafe Construction Works (i) Upon recommendation of the Authority’s Engineer to this effect, the Authority may by notice require the Contractor to suspend forthwith the whole or any part of the Works if, in the reasonable opinion of the Authority’s Engineer, such work threatens the safety of the Users and pedestrians.

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