By the Licensee. If the University breaches or fails to perform one or more of its duties under this Agreement, the Licensee may deliver to the University a written notice of default. The Licensee may terminate this Agreement by delivering to the University a written notice of termination if the default has not cured in full within ninety (90) days of the delivery to the University of the notice of default.
By the Licensee. The Licensee shall indemnify, defend and hold harmless the Licensor and its Affiliates from and against and in respect of any and all Losses incurred by them arising out of or resulting from any breach of any representation, warranty, covenant or agreement made by the Licensee herein.
By the Licensee. The Licensee's rights and obligations under this Agreement are personal to the Licensee and are not capable of being assigned, charged or otherwise transferred or encumbered. The Licensee shall not attempt or purport to assign, charge or otherwise transfer or encumber any of such rights and obligations. The Licensee may sub-contract/sub-licence its rights and obligations in the manner envisaged by Clause 11 or as otherwise set out in an approved Marketing and Promotion Plan.
By the Licensee. Licensee will indemnify and hold harmless Licensor and its directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensor Indemnified Parties"), on or After Tax Basis, from and against all Losses incurred by the Licensor Indemnified Parties arising from Licensee's breach of any obligation, representation or warranty contained in this Agreement.
By the Licensee. From and after the Effective Date, the Licensee will indemnify, defend and hold harmless, and pay and reimburse, the Licensor and its Affiliates and their respective officers, directors, Representatives, advisors and shareholders (the "Licensor Indemnitees") from and against any and all Losses resulting from any claim by a Third Party to the extent and only to the extent attributable to: (i) the Licensee's or any Licensee Indemnitee's gross negligence, willful misconduct or breach of any of its representations and warranties, covenants, agreements or obligations contained in this Agreement; (ii) intellectual property infringement claims relating to any Licensee Trademarks; (iii) the content of the Modified Product Labeling; (iv) the sale of any Product by Licensee or its Affiliates from and after the Effective Date or (v) the registration or association of the trade name Accutane with the Licensed Product or the sale by any other Person of any products under the trade name/ name Accutane (or containing the name Accutane) prior to the Effective Date, which shall include, but not be limited to, any Third Party claims or Losses attributable to any products sold under the name Accutane regardless of the Person that sold such product, except in each case of (i)-(v), to the extent such claim arises from a circumstance for which Licensor is obligated to indemnify Licensee pursuant to Section 12.1.
By the Licensee. 8.2.1 Provided Licensee is then current with respect to reimbursement of all applicable expenses and payment of royalties, Licensee may terminate this Agreement at any time, without cause, after the third (3rd) anniversary of the Effective Date by delivering the written notice of Licensee’s intent to terminate to the University at least ninety (90) days prior to the effective date of such termination.
By the Licensee. In the event Licensee desires, in its own discretion, to relocate any Small Wireless Facilities from one Municipal Facility to another, Licensee shall notify the City of such a request, and the City will consider an equivalent Municipal Facility that is available for use in accordance with the terms of this Agreement. Licensee shall be required to obtain all necessary approvals and Permits required for relocation to the requested location prior to removal and relocation.
By the Licensee. 13.1.1 The Licensee shall not be entitled to terminate this Agreement before the expiry of twelve (12) months from the commencement of the Third Term.
By the Licensee. The Licensee may terminate this Agreement by giving six (6) months notice in writing to SIRIM QAS International.
By the Licensee. From and after the Effective Date, the Licensee will indemnify, defend and hold harmless, and pay and reimburse, Quoin and its Affiliates and their respective officers, directors, employees, agents, advisors and shareholders from and against any and all Losses resulting from or relating to any claim by a Third Party resulting from or arising out of: (a) the Licensee’s negligence or willful misconduct, or (b) breach of any of its representations and warranties, covenants, agreements or obligations contained in this Agreement; or (c) regarding any Product sold by Licensee or its Affiliates from and after the Effective Date, including but not limited to (i) any claim for patent infringement, personal injury, death or property damage or (ii) the use of the Product by any person; provided, however, that the Licensee shall not be liable for any Losses to the extent arising from Quoin’s or it contractors’ negligence, willful misconduct, or breach of its representations and warranties, covenants, agreements or obligations contained in this Agreement.
