By Universal Sample Clauses

By Universal. Universal shall, and shall cause its Subsidiaries to, immediately cease and cause to be terminated all existing discussions or negotiations with any person conducted heretofore with respect to any Universal Takeover Proposal and request the prompt return or destruction of all confidential information previously furnished. Notwithstanding the foregoing, at any time prior to obtaining Universal Stockholder Approval, in response to a bona fide written Universal Takeover Proposal that the Board of Directors of Universal determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably likely to lead to a Universal Superior Proposal, and which Universal Takeover Proposal was made after the date of this Agreement and did not otherwise result from a breach of this Section 7.3, Universal may, if its Board of Directors determines in good faith (after consultation with outside counsel) that the failure to do so would be inconsistent with its fiduciary duties to the stockholders of Universal under Applicable Laws, and subject to compliance with Section 7.3(c) and after giving Hanover written notice of such determination, (x) furnish information with respect to Universal and its Subsidiaries to the person making such Universal Takeover Proposal (and its Representatives) pursuant to a customary confidentiality agreement not less restrictive of such person than the Confidentiality Agreement, provided that all such information has previously been provided to Hanover or is provided to Hanover prior to or substantially concurrently with the time it is provided to such person, and (y) participate in discussions or negotiations with the person making such Universal Takeover Proposal (and its Representatives) regarding such Universal Takeover Proposal.
Sample 1Sample 2
AutoNDA by SimpleDocs
By Universal. Universal shall defend, indemnify and forever hold harmless Licensee from and against all claims (whether actual, threatened and whether justified or not), liabilities, losses, costs, damages, demands, actions, causes of action, suits, proceedings, judgments and expenses including, without limitation, amounts paid in settlement, reasonable attorneys' fees, court costs and other legal expenses arising out of, connected with and/or relating to any material breach by Universal of any of its representations or warranties set forth in Paragraph 23(b) above, provided that prompt written notice is given to Universal of any such claim or suit; and provided, further, that Universal shall have the option to undertake, conduct or control the litigation and/or settlement of any such claim or suit including, without limitation, the selection of counsel. The provisions of this Paragraph shall survive termination of this Agreement.
Sample 1
By Universal. One Director shall be designated by Universal by the written instructions of Universal, subject to the reasonable approval of a Majority of Stockholders, and may be removed only by the written instructions of Universal; provided, however, that Universal shall no longer have the right to designate and remove its Director from and after such time as Universal shall no longer meet the Universal Designee Threshold.
Sample 1
By Universal. Subject to the provisions of subsection 9.3 of these Terms, Universal hereby agrees to and shall defend, indemnify, reimburse, and hold harmless Customer and its parents, subsidiaries, affiliates, officers, directors, shareholders, members, managers, employees, partners, and agents (each, including Customer, a “Customer indemnified party”) from and against, and shall reimburse Customer indemnified parties for, each and every any loss, damage, injury, harm, detriment, liability, exposure, claim, demand, suit, action, settlement, judgment, award, fee, charge, cost or expense (including costs of attempting to avoid or in opposing the imposition thereof, interest, penalties, costs of preparation and investigation, and the fees for, and disbursements and expenses of, attorneys, accountants and other professional advisors and experts) (any of the foregoing a “Loss”) brought or claimed by any third party against any Customer indemnified party or owed or incurred by any Customer indemnified party to a third party (any of the foregoing, a “third party claim”) to the extent any such third party claim arises out of, results from, or relates to any breach of Universal’s Limited Product warranty, except to the extent any such third party claim has been caused, aggravated, or increased by or is the result of: (i) a breach of any warranty, representation, covenant, or agreement made by Customer under the parties’ Agreement, (ii) the negligence or willful misconduct of any Customer indemnified party, or (iii) any Customer indemnified party’s misuse or alterations of the goods or the labels, warnings, or instructions associated with the goods provided by Universal (collectively, “Universal’s indemnification obligation”). Each Customer indemnified party seeking indemnification shall give Universal prompt, written notice of any third party claim which implicates Universal’s indemnification obligation and shall reasonably cooperate with Universal’s defense and resolution of such third party claim. Notwithstanding the foregoing, IN NO EVENT SHALL UNIVERSAL’S INDEMNIFICATION OBLIGATION INCLUDE AN OBLIGATION TO INDEMNIFY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND, EXCEPT TO THE EXTENT UNIVERSAL IS ITSELF DIRECTLY LIABLE FOR SUCH DAMAGES AND NO CUSTOMER INDEMNIFIED PARTY CONTRIBUTED TO SUCH DAMAGES.
Sample 1
By Universal 
Sample 1Sample 2Sample 3

Related to By Universal

  • University Any notice may be served upon the University by delivering it, in writing, to the University at the address set forth on the last page of this Agreement, by depositing it in a United States Postal Service deposit box with the postage fully prepaid and with the notice addressed to the University at the aforementioned address, or by sending a facsimile of it to the University facsimile number set forth on the last page of this Agreement.

  • TEACHERS AND RESEARCHERS 1. An individual who is a resident of a Contracting State immediately before making a visit to the other Contracting State, and who, at the invitation of any university, college, school or other similar educational institution, visits that other State for a period not exceeding two years solely for the purpose of teaching or research or both at such educational institution shall be exempt from tax in that other State on any remuneration for such teaching or research.

  • PROFESSORS, TEACHERS AND RESEARCHERS 1. An individual who is a resident of a Contracting State immediately before making a visit to the other Contracting State, and who, at the invitation of any university, college, school or other similar educational institution which is recognized by the competent authority in that other Contracting State, visits that other Contracting State for a period not exceeding two years solely for the purpose of teaching or research or both at such educational institution shall be exempt from tax in that other Contracting State on any remuneration for such teaching or research.

  • Vlastnictví Zdravotnické zařízení si ponechá a bude uchovávat Zdravotní záznamy. Zdravotnické zařízení a Zkoušející převedou na Zadavatele veškerá svá práva, nároky a tituly, včetně práv duševního vlastnictví k Důvěrným informacím (ve smyslu níže uvedeném) a k jakýmkoli jiným Studijním datům a údajům.

  • Games The Private Party shall not be entitled to introduce any arcade type amusement or gaming machines into the Restaurant Facility without the prior written approval of SANParks.

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Destination CSU-Pueblo scholarship This articulation transfer agreement replaces all previous agreements between CCA and CSU-Pueblo in Bachelor of Science in Physics (Secondary Education Emphasis). This agreement will be reviewed annually and revised (if necessary) as mutually agreed.

  • Millwright In the case of a job site located outside a millwright’s region of residence, the employer may assign a millwright holding a journeyman competency certificate or an apprentice competency certificate anywhere in Quebec, provided the millwright has worked 1,500 or more hours for the employer in the construction industry in Quebec or elsewhere in Canada during the first 24 months of the 26 months preceding the issuance or renewal of his competency certificate, as follows:

  • Přetrvávající platnost Tento odstavec 1.3 “Zdravotní záznamy a Studijní data a údaje” zůstane závazný i v případě zániku platnosti či vypršení platnosti této Smlouvy.

  • Xxxxx, Haldimand, Norfolk (a) An employee shall be granted five working days bereavement leave with pay upon the death of the employee’s spouse, child, stepchild, parent, stepparent, legal guardian, grandchild or step-grandchild.

Time is Money Join Law Insider Premium to draft better contracts faster.