By STI Sample Clauses

By STI. STI shall indemnify, defend and hold harmless IgDraSol and its directors, officers, employees, and agents (the “IgDraSol Indemnitees”) from and against any and all Claims to the extent resulting from or caused by: (a) the negligence, recklessness or willful misconduct of any STI Indemnitee; (b) STI’s breach of its obligations, warranties or representations under this Agreement; or (c) STI’s use of the Deliverables, except in each case to the extent that a Claim arises out of or results from the negligence, recklessness or willful misconduct of any IgDraSol Indemnitee or IgDraSol’s breach of its obligations, warranties, or representations under this Agreement.
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By STI. This Agreement may be terminated by STI, by written notification from STI to TSL, in any of the following events:
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By STI. So long as STI or the Sub is not then in material breach of its obligations hereunder, by STI after compliance with the procedure set forth in this Article, if (i) any of OmniAmerica's, OmniAmericaSub's or OmniPartners' representations or warranties contained herein is untrue or incorrect and the basis for such untruth or incorrectness has caused, or is reasonably likely to cause, STI, OmniAmerica or OmniAmericaSub to suffer a Material Adverse Effect, (ii) OmniAmerica, OmniAmericaSub or OmniPartners fails to perform any of its covenants or agreements contained herein and such Breach has caused, or is reasonably likely to cause, STI, OmniAmerica or OmniAmericaSub to suffer a Material Adverse Effect, (iii) any Governmental Entity shall have issued an order, injunction, decree or ruling or taken any other action permanently enjoining, restraining or otherwise permanently prohibiting the Merger and such order, injunction, decree, ruling or other action shall have
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By STI. So long as STI or the Sub is not then in material breach of its obligations hereunder, by STI after compliance with the procedure set forth in this Article, if (i) any of OmniAmerica's, OmniAmericaSub's or OmniPartners' representations or warranties contained herein is untrue or incorrect and the basis for such untruth or incorrectness has caused, or is reasonably likely to cause, STI, OmniAmerica or OmniAmericaSub to suffer a Material Adverse Effect, (ii) OmniAmerica, OmniAmericaSub or OmniPartners fails to perform any of its covenants or agreements contained herein and such Breach has caused, or is reasonably likely to cause, STI, OmniAmerica or OmniAmericaSub to suffer a Material Adverse Effect, (iii) any Governmental Entity shall have issued an order, injunction, decree or ruling or taken any other action permanently enjoining, restraining or otherwise permanently prohibiting the Merger and such order, injunction, decree, ruling or other action shall have become final and nonappealable (other than an order arising as a result of litigation between or in respect of STI and its stockholders); provided, that such order, injunction, decree, ruling or other action does not result primarily from acts or omissions not in the ordinary course of business following the date hereof on the part of STI or its Affiliates in conducting STI's operations and activities, or (iv) any of the conditions to the consummation by STI or the Sub of the transactions provided for herein shall have become impossible to satisfy; provided, that a willful material Breach of this Agreement by OmniAmerica, OmniAmericaSub or OmniPartners that is reasonably likely to result in a Material Adverse Effect on OmniAmerica, OmniAmericaSub or OmniPartners shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.1.2. In addition, STI may terminate this Agreement immediately without complying with the provisions of Sections 8.2 or 8.3 if (i) STI's Board of Directors reasonably believes that an Acquisition Proposal is a Superior Proposal and (ii) the ten Business Day period referred to in Section 5.1.3 has expired; provided, that notwithstanding the foregoing, the provisions of Section 8.6 shall expressly survive. Further, STI may terminate this Agreement immediately without complying with the provisions of Sections 8.2 or 8.3 if the condition contained in Section 6.2.10 is not satisfied and all other conditions set forth in Section 6.2 are, or are...
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Related to By STI

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