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 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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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 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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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.

  • Landlord's Liability; Certain Duties (a) As used in this Lease, the term "

  • 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.

  • Waiver of Certain Damages To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.

  • Point of Sale The electric meter for each Participating Consumer’s account, as designated by the Local Distributor.

  • PROVISIONS REQUIRED BY LAW DEEMED INSERTED Each and every provision of law and clause required by law to be inserted in this Contract shall be deemed to be inserted herein and this Contract shall be read and enforced as though it were included therein.

  • No Waiver of Provisional Remedies, Self-Help and Foreclosure The arbitration requirement does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of this paragraph.

  • Liability for Failure to Stop Payment of Preauthorized Transfers If you order us to stop payment of a preauthorized transfer three (3) business days or more before the transfer is scheduled and we do not do so, we will be liable for your losses or damages.

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