By UT Sample Clauses

By UT. UT represents and warrants to Central Health and the CCC that the following facts and circumstances are true and correct:
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By UT. UT may terminate this Agreement at any time and without penalty, if UT, using commercially reasonable efforts, is unable to develop and commercialize Products.
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By UT. UT shall indemnify and hold GMEL and its trustees, directors, officers, employees and agents harmless, and hereby forever releases and discharges GMEL, from and against all losses, liabilities, damages and expenses (including reasonable attorney's fees and costs) resulting from all claims, demands, actions and other proceedings by any Third Party to the extent arising from (i) the breach of any representation, warranty or covenant of UT under this Agreement, (ii) the research, development, commercialization or marketing of Products (without regard to culpable conduct), or (iii) the gross negligence or willful misconduct of UT or its Affiliates or permitted sublicensees in the performance of its or their obligations and its or their permitted activities under this Agreement.
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By UT. UT shall indemnify and hold Cortech harmless, and hereby forever releases and discharges Cortech, from and against all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) resulting from all claims, demands, actions and other proceedings by any Third Party to the extent arising from (a) the breach of any representation, warranty or covenant of UT under this Agreement, (b) the research, development, manufacturing, commercialization or marketing of Products (without regard to culpable conduct), or (c) the gross negligence or willful misconduct of UT or its Affiliates or sublicensees in the performance of its or their obligations, and its or their permitted activities under this Agreement.
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By UT. UT warrants to GMEL that it will use its best efforts to develop, seek regulatory approval, commercialize and market Products within the Territory for one or more indications within the Field and that UT is adequately capitalized to undertake the obligations under this Agreement.
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Related to By UT

  • Headings for Convenience Only The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

  • Captions for Convenience The captions and headings of the sections and paragraphs of this Agreement are for convenience of reference only and shall not be construed in interpreting the provisions hereof.

  • Breach for Lack of Proof of Coverage The failure to comply with the requirements of this section at any time during the term of the Contract shall be considered a breach of the terms of the Contract and shall allow the People of the State of New York, the New York State Office of General Services, any entity authorized by law or regulation to use the Contract and their officers, agents, and employees to avail themselves of all remedies available under the Contract or at law or in equity.

  • Waiver of Certain Defenses No action for the enforcement of the lien hereof or of any provision hereof shall be subject to any defense which would not be good and available to the party interposing the same in an action at law upon the Note or any of the other Loan Documents.

  • Consent in Contemplation of Transfer Any consent made pursuant to this Section 17.2 by the holder of any Note that has transferred or has agreed to transfer such Note to the Company, any Subsidiary or any Affiliate of the Company and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.