CGI Sample Clauses

CGI. CGI represents and warrants that: (i) it has the full right and authority to enter into this Agreement; (ii) to its knowledge, there are no existing or threatened actions, suits or claims pending with respect to the subject matter hereof or the right of CGI to enter into and perform its obligations under this Agreement; and ---------- [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (iii) it has not entered and during the term of this Agreement will not enter any other agreement inconsistent or in conflict with this Agreement.
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CGI. CGI agrees to indemnify and hold ABX and its directors, officers, employees and agents harmless from and against any claims, damages, liabilities or actions (including reasonable attorneys' fees and court and other expenses of litigation) (collectively, the "Liabilities") suffered or incurred in connection with third party (i) claims relating to or arising from the making, having made, use, offer for sale, or sale of any Covered Product manufactured, used, sold or otherwise distributed by CGI and its Affiliates or Sublicensees, (ii) claims arising from the negligence or willful misconduct of CGI or the breach of CGI's warranties under this Agreement or any derivatives thereof, or (iii) claims of infringement to the extent such infringement is caused solely by ABX's use of an Antigen provided by CGI or at the request of CGI, or ABX's production of antibodies to such an Antigen, in performing the immunization services and other obligations under this Agreement; provided, however, that CGI shall not be obligated to indemnify or hold harmless ABX or its directors, officers, employees or agents for such Liabilities to the extent that such Liabilities arise from the negligence or willful misconduct of ABX.
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CGI. CGI represents and warrants that: (i) it has the full right and authority to enter into this Agreement; (ii) to the knowledge of CGI, there are no existing or threatened actions, suits or claims pending with respect to the subject matter hereof or the right of CGI to enter into and perform its obligations under this Agreement; (iii) it has not entered and during the term of this Agreement will not enter any other agreement inconsistent or in conflict with this Agreement; and (iv) it will not take any action, or fail to take any action, under this Agreement or a CGI Product Sublicense that will cause a breach of the GenPharm Cross License, the MRLOA or a Product License.
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CGI. Subject to compliance by XT and/or JTI with its obligations set forth in Section 13.3 below, CGI agrees: (a) to indemnify and hold XT and its directors, officers, employees and agents harmless from and against any [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. losses, claims, damages, liabilities or actions (including reasonable attorneys' fees and court and other expenses of litigation) (collectively, the "Liabilities") suffered or incurred in connection with third party claims relating to the Core Technology arising from any Product manufactured, used, sold or otherwise distributed by CGI and its Affiliates or Sublicensees; (b) to indemnify and hold XT, JTI, JTI's Affiliates and their directors, officers, employees and agents harmless from and against any Liabilities suffered or incurred in connection with third party claims relating to intellectual property rights (other than Core Technology) arising from any Product manufactured, used, sold or otherwise distributed by CGI and its Affiliates or Sublicensees; and (c) to indemnify and hold XT, JTI, JTI's Affiliates and their directors, officers, employees and agents harmless from and against any Liabilities suffered or incurred in connection with third party claims other than relating to Core Technology or other intellectual property rights arising from any Product manufactured, used, sold or otherwise distributed by CGI and its Affiliates or Sublicensees; provided, however, that CGI shall not be required to provide indemnification under this clause (c) to any party for any Liabilities suffered or incurred in connection with third party claims resulting from the gross negligence, recklessness or intentional misconduct by such party or its Affiliates, or their directors, officers, employees or agent.
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CGI. As between Kanawha and CGI, CGI shall be the sole and exclusive owner of all rights, title and interest in and to the CGI Software. However, during the Term and for the Termination/Expiration Assistance Period, CGI shall grant to Kanawha a fully paid-up, non-exclusive license to use, copy, distribute internally, reproduce, display, perform and prepare derivative works of the CGI Software solely for the purpose of receiving the benefit of the Services. If Kanawha desires an extension of any such license thereafter, CGI shall provide the requested license to Kanawha at the lesser of CGI's then-current rate or a commercially reasonable rate for such license and, if applicable, provide a source code escrow for the licensed CGI Software to ensure its availability to Kanawha in the event that CGI becomes unable to fulfill its obligations under such license. In addition, for the term of Kanawha's license to the CGI Software, Kanawha may allow its contractors access to the licensed CGI Software and may sublicense to such contractors any of Kanawha's foregoing rights in the CGI Software as CGI and Kanawha shall mutually agree are necessary to enable Kanawha to conduct its internal operations, but only after each such contractor has signed a non-disclosure agreement that prohibits the contractor from disclosing or disseminating to third parties, or using for contractor's own benefit, all or any part of the CGI Software.
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CGI. (i) CGI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. CGI has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, be material. (ii) True and complete copies of the CGI Charter and the CGI Bylaws have previously been made available to NDX. (iii) Each CGI Subsidiary (A) is duly organized, validly existing and, to the extent such concept is applicable, in good standing under the laws of its jurisdiction of organization, (B) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary and (C) has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted, except for such variances from the matters set forth in clause (B) as would not, individually or in the aggregate, be material.
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Related to CGI

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Licensee “Licensee” means the individual or company that has entered into an Agreement with the Embassy. “Offer” means a response to a solicitation that, if accepted, would bind the offeror to perform the resultant Agreement.

  • Cornerstone shall use its best efforts to register or qualify such shares under such other securities or "blue sky" laws of such jurisdictions as the LLC reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the LLC to consummate the disposition in such jurisdictions of the Registered Shares (provided that Cornerstone shall not be required to (i) qualify generally to do business in any jurisdiction in which it would not otherwise be required to qualify but for this Section 6.9, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction).

  • Providing Party A Party offering or providing a Service to the other Party under this Agreement.

  • Parent A parent, legal guardian or person in parental relation to the Student.