By Philips Clause Samples

By Philips. Philips represents and warrants that: (i) for so long as Philips is manufacturing the Philips-branded TiVo Stand-alone Boxes and DTV Combination Boxes, Philips shall manufacture or have manufactured, such Boxes in accordance with the respective Specifications of such Philips-branded TiVo Stand-alone Boxes and DTV Combination Boxes; and (ii) such Boxes will perform in substantial accordance with such Specifications. In the event of breach of this warranty, Philips shall repair or replace such Boxes for the benefit of the purchasers of such Boxes.
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By Philips. Philips shall indemnify, defend and hold harmless SPE, its Affiliates and their respective directors, officers, agents and employees (the “SPE Indemnitees”) from and against any and all claims, damages, liabilities, costs, expenses or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from or arising out of suits, claims, proceedings or causes of action brought by a Third Party (each, a “Third Party Claim”) against any one or more of the SPE Indemnitees, arising from this Agreement (i) to the extent based on a proven defect of a FOSSL System sold by Philips or its present or future Affiliates or (ii) for bodily injury including pain and suffering, death and tangible property damage arising from this Agreement to the extent based on: (a) the breach by Philips of this Agreement; (b) the negligence or willful misconduct of Philips or its Affiliates, (c) the violation of applicable law by [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. Philips Medical Systems or its Affiliates; except to the extent for which SPE is required to indemnify, defend and hold harmless Philips pursuant to Section 10.2; and all limited to the extent the claims are related to this Agreement and connected to FOSSL Technology.
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By Philips. From and after the Closing, Philips shall indemnify, defend and hold harmless Han▇▇▇, ▇ts Affiliates and their respective directors, officers, agents and employees (the “Han▇▇▇ ▇▇demnitees”) from and against any and all claims, damages, liabilities, costs, [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED EXECUTION COPY expenses or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from or arising out of suits, claims, proceedings or causes of action brought by a Third Party (each, a “Third Party Claim”) against any one or more of the Han▇▇▇ ▇▇demnitees, arising from this Agreement (i) to the extent based on a proven defect of a FOSSL System sold by Philips or its present or future Affiliates or (ii) for bodily injury including pain and suffering, death and tangible property damage arising from this Agreement to the extent based on: (a) the breach by Philips of this Agreement; (b) the negligence or willful misconduct of Philips or its Affiliates, (c) the violation of applicable law by Philips Medical Systems or its Affiliates; except to the extent for which Han▇▇▇ ▇▇ required to indemnify, defend and hold harmless Philips pursuant to Section 11.2; and all limited to the extent the claims are related to this Agreement and connected to FOSSL Technology.
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By Philips. Philips retains all right, title and interest in ---------- the Licensed Software and the Documentation, including all parts thereof and any copies, in whole or in part, subject only to prior commitments and the licenses granted under the terms of this Agreement. One Voice agrees to execute (in recordable form where appropriate) any instruments and/or documents as Philips may reasonably request to verify and maintain Philips' ownership rights in the foregoing, or to transfer any part of the same which may vest in One Voice for any reason. One Voice shall not exceed the scope of the licenses granted in this Section 2 and shall not reverse engineer, decompile, disassemble or otherwise attempt to learn any source code, structure, algorithms or ideas underlying the Licensed Software, nor shall it modify, translate or create derivative works based on the Licensed Software except as part of One Voice's authorized use of the Licensed Software as provided in Section 2.1.
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By Philips. From and after the Closing, Philips shall indemnify, defend and hold harmless ▇▇▇▇▇▇, its Affiliates and their respective directors, officers, agents and employees (the “▇▇▇▇▇▇ Indemnitees”) from and against any and all claims, damages, liabilities, costs, expenses or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from or arising out of suits, claims, proceedings or causes of action brought by a Third Party (each, a “Third Party Claim”) against any one or more of the ▇▇▇▇▇▇ Indemnitees, arising from [***]
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By Philips. Philips shall indemnify, defend and hold harmless SPE, its Affiliates and their respective directors, officers, agents and employees (the “SPE Indemnitees”) from and against any and all claims, damages, liabilities, costs, expenses or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from or arising out of suits, claims, proceedings or causes of action brought by a Third Party (each, a “Third Party Claim”) against any one or more of the SPE Indemnitees, arising from this Agreement (i) to the extent based on a proven defect of a FOSSL System sold by Philips or its present or future Affiliates or (ii) for bodily injury including pain and suffering, death and tangible property damage arising from this Agreement to the extent based on: (a) the breach by Philips of this Agreement; (b) the negligence or willful misconduct of Philips or its Affiliates, (c) the violation of applicable law by [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION CONFIDENTIAL TREATMENT REQUESTED EXECUTION COPY Philips Medical Systems or its Affiliates; except to the extent for which SPE is required to indemnify, defend and hold harmless Philips pursuant to Section 10.2; and all limited to the extent the claims are related to this Agreement and connected to FOSSL Technology.
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By Philips. Philips shall indemnify, defend and hold harmless SPE, its Affiliates and their respective directors, officers, agents and employees (the “SPE Indemnitees”) from and against any and all claims, damages, liabilities, costs, expenses or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from or arising out of suits, claims, proceedings or causes of action brought by a Third Party (each, a “Third Party Claim”) against any one or more of the SPE Indemnitees, arising from [***]
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By Philips. Philips shall indemnify WhoVision against all third party claims arising out of the infringement of any third party copyright or trade secret right by the Licensed Philips Information. WhoVision shall promptly notify Philips of such claim. WhoVision shall give Philips sole control of the defense or settlement of such claim. WhoVision shall provide reasonable assistance and full information with respect to such claim at Philips's expense. The Philips Corporate Patents Department is prepared to assist WhoVision in the defense of claims filed against WhoVision by third parties alleging that products developed and/or sold on the basis of the technology which is the subject of the patent license mentioned in Section 3.1 infringe upon the patents of those third parties. Such assistance will be at Philips' expense if it relates to a claim that the ▇▇▇▇▇▇ 1 or 2 Specification would necessarily cause one or more Licensed Products to infringe on patents of third parties.
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By Philips 
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  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Clinical Studies The animal and other preclinical studies and clinical trials conducted by the Company or on behalf of the Company were, and, if still pending are, to the Company’s knowledge, being conducted in all material respects in compliance with all Applicable Laws and in accordance with experimental protocols, procedures and controls generally used by qualified experts in the preclinical study and clinical trials of new drugs and biologics as applied to comparable products to those being developed by the Company; the descriptions of the results of such preclinical studies and clinical trials contained in the Registration Statement and the Prospectus are accurate and complete in all material respects, and, except as set forth in the Registration Statement and the Prospectus, the Company has no knowledge of any other clinical trials or preclinical studies, the results of which reasonably call into question the clinical trial or preclinical study results described or referred to in the Registration Statement and the Prospectus when viewed in the context in which such results are described; and the Company has not received any written notices or correspondence from the FDA, the EMA, or any other domestic or foreign governmental agency requiring the termination, suspension or modification of any preclinical studies or clinical trials conducted by or on behalf of the Company that are described in the Registration Statement and the Prospectus or the results of which are referred to in the Registration Statement and the Prospectus.

  • Clinical 1.1 Provides comprehensive evidence based nursing care and individual case management to a specific group of patients/clients including assessment, intervention and evaluation. 1.2 Undertakes clinical shifts at the direction of senior staff and the Nursing Director including participation on the on-call/after-hours/weekend roster if required. 1.3 Responsible and accountable for patient safety and quality of care through planning, coordinating, performing, facilitating, and evaluating the delivery of patient care relating to a particular group of patients, clients or staff in the practice setting. 1.4 Monitors, reviews and reports upon the standard of nursing practice to ensure that colleagues are working within the scope of nursing practice, following appropriate clinical pathways, policies, procedures and adopting a risk management approach in patient care delivery. 1.5 Participates in ▇▇▇▇ rounds/case conferences as appropriate. 1.6 Educates patients/carers in post discharge management and organises discharge summaries/referrals to other services, as appropriate. 1.7 Supports and liaises with patients, carers, colleagues, medical, nursing, allied health, support staff, external agencies and the private sector to provide coordinated multidisciplinary care. 1.8 Completes clinical documentation and undertakes other administrative/management tasks as required. 1.9 Participates in departmental and other meetings as required to meet organisational and service objectives. 1.10 Develops and seeks to implement change utilising expert clinical knowledge through research and evidence based best practice. 1.11 Monitors and maintains availability of consumable stock. 1.12 Complies with and demonstrates a positive commitment to Regulations, Acts and Policies relevant to nursing including the Code of Ethics for Nurses in Australia, the Code of Conduct for Nurses in Australia, the National Competency Standards for the Registered Nurse and the Poisons Act 2014 and Medicines and Poisons Regulations 2016. 1.13 Promotes and participates in team building and decision making. 1.14 Responsible for the clinical supervision of nurses at Level 1 and/or Enrolled Nurses/ Assistants in Nursing under their supervision.