By Titan Sample Clauses

By Titan. In the event of termination of this Agreement by Titan pursuant to Section 12.2, the following shall be applicable: (i) to the extent permitted by Law, Braeburn shall promptly transfer to Titan copies of all data, reports, records and materials in Braeburn’s possession or Control that relate to Products and return to Titan all relevant records and materials in Braeburn’s possession or Control containing Proprietary Information of Titan (provided that Braeburn may keep one (1) copy of such Proprietary Information of Titan for archival purposes solely for the purpose of compliance with this Agreement) and (ii) Braeburn shall transfer to Titan ownership of, and assign to Titan all of its right, title and interest in and to, the Product NDA and any regulatory filings made or filed for Products in the Territory by Braeburn or its designees. Subject to the payment of all undisputed amounts required hereunder, Braeburn and its Affiliates shall have the right to sell or otherwise dispose of the stock of any Product or Licensed Product, if applicable, subject to this Agreement on hand at the time of such termination or in process of manufacture; provided, however, that, at Titan’s request, Braeburn shall return to Titan any Product or Licensed Product that has not been sold or used within six (6) months following such termination and Titan shall reimburse Braeburn’s procurement costs related to such Product or Licensed Product, respectively, to the extent such costs have been previously been paid by Braeburn to Titan.
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By Titan. Titan shall maintain, commencing as of the Effective Date and for a period of three (3) years after any expiration of termination of this Agreement, a Commercial General Liability Insurance policy or policies (including coverage for Product Liability, Contractual Liability, Bodily Injury, Property Damage and Personal Injury), with minimum limits of [***] per occurrence and in the aggregate. Such insurance shall insure against all liability arising out of Titan’s (i) manufacture, use, sale, distribution, or marketing of Products and Licensed Products in the Titan Territory and (ii) manufacture of Licensed Products in the Territory.
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By Titan. Titan shall maintain in full force at its expense, commencing as of the Effective Date and for a period of three (3) years after any expiration of termination of this Agreement, a Commercial General Liability Insurance policy or policies (including coverage for Product Liability, Contractual Liability, Bodily Injury, Property Damage and Personal Injury), with minimum limits of US$5,000,000 (five million dollars) per occurrence and in the aggregate and shall name Molteni as an additional insured on such policy against any and all claims for bodily injury, personal injury and property damage. Such insurance shall insure against all liability arising out of Titan’s (i) manufacture, use, sale, distribution, or marketing of the Products in the Titan Territory and (ii) manufacture of Semi-Finished Products in the Territory.
Sample 1
By Titan. Titan hereby agrees to indemnify, defend, and hold harmless Xxxxxxx and Owner, their agents and affiliates, their respective successors and assigns, and their respective employees, officers, directors, and shareholders, with respect to and in connection with any /STA liability, damage, penalty, fine, forfeiture, loss, claims, and expenses, including reasonable attorneys’ fees but excluding punitive, incidental, and consequential losses, damages, and expenses (collectively the “Xxxxxxx’ Damages”) arising out of, relating in, or resulting in any way from the performance of any aspect of this Agreement, including, but not limited to construction defects in the System, to the extent that such Xxxxxxx’ Damages are (a) attributable to bodily or personal injury, sickness, disease, or death or to injury to or destruction of tangible property, either real or personal; and(b) caused by the act or omission of (i) Titan, (ii) anyone directly or indirectly employed by or contracting with Titan (other than Xxxxxxx/Owner), or (iii) anyone else for whose acts Titan may be legally liable. The provisions of this Section shall survive the termination or expiration of this Agreement, and shall apply to and inure to the benefit of all heirs, successors, and assigns of Xxxxxxx and Owner, their directors, officers, shareholders, employees, tenants, sub-tenants, and affiliates. This indemnification shall not require payment as a condition precedent.
Sample 1
By Titan. Titan hereby represents and warrants to Xxxxxxx and Owner that: (a) Titan is duly organized and validly existing under the laws of its state of organization, with full power and authority to enter into this Agreement and perform and consummate the transaction herein contemplated; (b) the execution and delivery of this Agreement by Titan has been duly authorized by Titan, and this Agreement constitutes the valid and binding obligation of Titan, enforceable in accordance with its terms, without any other or further action; (c) the execution, delivery and performance of this Agreement by Titan does not and will not conflict with or violate any law, judgment, order, decree, agreement, limitation, or restriction to which Titan is a party; (d) Titan has good and marketable title to the Equipment and components comprising the System free and clear of any and all liens and encumbrances; (e) Titan possesses or will possess all required permits, licenses and approvals for the operation of its business; (f) there are no bankruptcy, receivership, or tax deficiency proceedings pending or, to the knowledge of Titan, threatened against Titan in any court or before any federal or state commission or authority, and there are no claims, actions, or proceedings pending or, to the knowledge of Titan, threatened which would prohibit or affect the validity of the transaction contemplated by this Agreement; (g) the construction of the System shall meet the requirements of this Agreement, comply with all warranties imposed by law, rule, regulation upon Titan and/or its contractors; (h) Titan, at its sole cost and expense, shall timely repair or remedy, or caused to be repaired or remedied, any defects in workmanship and material; and (i) Titan, its contractors, representatives, employees and agents shall observe all safety, nondiscrimination, equal employment, business ethics and other rules and policies and shall comply with all applicable laws, rules and regulations or any governmental authority in performing its obligations under this Agreement. All warranties shall survive the expiration or earlier termination of this Agreement.
Sample 1

Related to By Titan

  • 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..

  • Storage of Materials Borrower shall cause all materials supplied for or intended to be utilized in the construction of the Improvements but not affixed to or incorporated into the Property to be stored on the Property or at such other location as may be approved by Lender in writing, with adequate safeguards to prevent loss, theft, damage or commingling with other materials not intended to be utilized in the construction of the Improvements.

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

  • USE OF MATERIAL The Employer intends using the information provided by the Consultant for purposes including: • professional advice regarding decisions to be made in connection with the subject matter of the services; • inputs into the work of others and the administration of contracts; and • professional inputs into the delivery process Task specific use of information provided by the Consultant is set out in the Task Order.

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • By Tenant Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefore, which approval shall not be unreasonably withheld or delayed. Landlord's consent shall not be required for non-structural interior improvements costing less than $10,000 in any calendar year. Plans are required. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount reasonably satisfactory to Landlord to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modifications, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises without Landlord's approval which shall not be unreasonably withheld. As used in this Article, the term "modifications, alterations and/or improvements" shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like.

  • Use of Materials There should be no limitations or restrictions by Union upon a Contractor's choice of materials or design, nor, regardless of source or location, upon the full use and utilization, of equipment, machinery, packaging, precast, prefabricated, prefinished, or preassembled materials, tools or other labor saving devices, subject to the application of the California Public Contract and Labor Codes. Generally, the onsite installation or application of such items shall be performed by the craft having jurisdiction over such work.

  • By Company The Company may terminate the Executive’s employment under this Agreement by giving Notice of Termination to the Executive:

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract.

  • Geotechnical Investigation Perform in accordance with the City Design Manual and other City requirements as designated in writing by the Director.

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