By You. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) Transportation Services using the Vehicles pursuant to this Agreement, and (ii) passenger transportation services to third parties in the Territory generally.
By You. You understand and acknowledge that the rights and duties created by this Agreement are personal to your owners and that we have granted the franchise to you in reliance upon our perceptions of your owners' individual or collective character, skill, aptitude, attitude, business ability, acumen and financial capacity. Accordingly, neither this Agreement (or any interest therein) nor any ownership or other interest in you or the BUSINESS may be transferred without our prior written approval. Our approval is conditioned on the prospective transferee agreeing to sign a then-current franchise agreement with us. Any transfer without such approval constitutes a breach of this Agreement and is void and of no effect. As used in this Agreement, the term "transfer" includes your (or your owners') voluntary, involuntary, direct or indirect assignment, sale, gift or other disposition of any interest in: this Agreement; you; or the BUSINESS. All of the following conditions must be met prior to or concurrently with the effective date of the transfer:
By You. If during the term hereof you terminate (other than a termination by you pursuant to the last sentence of Section 4.1) or are deemed to have terminated (by becoming an employee of or performing professional work for or consulting with any other person, firm or entity) your employment with the Company, then you shall not be entitled to receive any severance payment (other than for accrued but unused vacation as provided in Section 4.1 above).
By You. You understand and acknowledge that the rights and duties created by this Agreement are personal to you (or, if you are a Business Entity, to your owners) and that we have granted the Franchise to you in reliance upon our perceptions of your (or your owners') individual or collective character, skill, aptitude, attitude, business ability and financial capacity. Accordingly, neither this Agreement (or any interest in it) nor any ownership or other interest in you or the WOB Store may be transferred without our prior written approval. Any transfer without such approval constitutes a breach of this Agreement and is void and of no effect. As used in this Agreement, the term "transfer" includes your (or your owners') voluntary, involuntary, direct or indirect assignment, sale, gift or other disposition of any interest in: (a) you; (b) this Agreement; or (c) the WOB Store.An assignment, sale, gift or other disposition includes the following events:
By You. You may discontinue Your participation in and access to the Service upon at least thirty (30) days written notice to Registry for any reason or as otherwise provided in this Agreement. This Agreement will continue to apply to all past use of the Service by You, even if You are no longer using the Service. You acknowledge and agree that Registry may terminate or block Your use of all or part of the Service without prior notice for any reason, including, without limitation, if Registry believes You have engaged in conduct prohibited by this Agreement.
By You. You will defend, indemnify and hold harmless Cylance, its Affiliates, and its and their officers, directors, employees and agents (“Cylance Indemnitees”) from and against any claims, actions, suits and proceedings brought against any Cylance Indemnitee arising from or related to (a) Files; and/or (b) use of the Software delivered hereunder, except to the extent such claim is covered by the indemnification obligation of Cylance in Section 9.1. We will provide you with (i) prompt written notice of the claim; (ii) all necessary assistance, information and authority necessary for you to defend the claim (at your expense); and (iii) sole control of the defense of such claim and all associated settlement negotiations; provided, however, that you may not settle any claim that does not fully and unconditionally release the Cylance Indemnitees from any and all liability.
By You. If you voluntarily terminate your employment with the Company for any reason other than (i) as a result of your Disability pursuant to Paragraph 7(c) or (ii) pursuant to Paragraph 8(a), you shall be entitled to receive: (x) your accrued Salary for the period ending on the effective date of the termination of your employment which amount shall be payable in the manner described in Paragraph 4(b); and (y) any other compensation or benefit under any plan maintained by the Company for its executive officers, and in which you are participating, but only in accordance with the terms of such plans.
By You. Provided the requirements of Section 7.4.3 (Conditions) are met, you will, at your expense, defend (or at your option, settle) any suit brought against us, and will pay all Damages finally awarded against us, to the extent based on an Excluded Claim. THIS SECTION 7.4.2 STATES YOUR ENTIRE RESPONSIBILITY AND LIABILITY, AND OUR EXCLUSIVE REMEDY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY RIGHTS ARISING WITH RESPECT TO YOUR SOFTWARE OR ANY EXCLUDED CLAIM.