CTV Sample Clauses

CTV. CTV shall indemnify, defend and hold harmless Solazyme and its Affiliates, and their respective directors, officers, employees, consultants, agents and their respective successors, heirs and assigns (the “Solazyme Indemnitees”) from and against any losses, costs, claims, damages, liabilities and expenses (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Liabilities”) arising, directly or indirectly, out of or in connection with Third-Party claims, suits, actions, demands or judgments relating to (i) any breach by CTV of its representations and warranties in this Agreement, (ii) any negligence or willful misconduct of CTV, any of its Affiliates, or any of its sublicensees, except, in each case, to the extent such Liabilities result from the gross negligence or intentional misconduct of Solazyme, any of its Affiliates, or any of its sublicensees, (iii) the manufacture of any Licensed Products by or on behalf of CTV, any of its Affiliates, or any of its sublicensees, or (iv) any alleged misappropriation by CTV or any of its Affiliates of the Intellectual Property rights (except for any Patent rights) of a Third Party based on the use or practice by Solazyme (or any of its Affiliates or sublicensees) of the licenses provided by CTV in this Agreement. The provisions of Section 9.1(iii) shall not apply with respect to the operations of any Licensed Facility in which Solazyme is a participant (except to the extent set forth in any subsequent agreement with respect to such participation). The respective liability obligations of the Parties for any such Licensed Facility will be covered by the relevant agreement(s) governing such participation.
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CTV. 6.5 If either of the Parties to this Agreement considers that this Agreement is being misinterpreted or violated in any respect by the other Party, the matter may be discussed between representatives of the Company and the Union, and if not satisfactorily settled either Party may refer the matter to arbitration as provided in Step 4 of Article 6.3.
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CTV. In the case of News Bureaus, the Company reserves the right to schedule Christmas and New Year's days off on a bureau-by- bureau basis. Company seniority shall apply only in those Bureaus with multiple crews.
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CTV. The copy of CTV's Summary of Business Plan has been enclosed with this Disclosure Statement. PRIVATE PLACEMENT Simultaneous with the share exchange transaction, it is anticipated that the Company shall complete a private offering of the Company's convertible equity securities in the amount of $500,000 (excluding expenses, if any). No assurances can be given that such private offering will be completed or that the anticipated amount of proceeds will be received by the Company. NEW WORLD SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK, AND CONSEQUENTLY ARE SUITABLE ONLY FOR PERSONS OF SUBSTANTIAL MEANS WHO HAVE NO NEED FOR LIQUIDITY, WHO CAN AFFORD A TOTAL LOSS OF THEIR INVESTMENT, AND WHO UNDERSTAND, OR HAVE BEEN ADVISED AS TO, THE LONG TERM NATURE OF, AND RISK FACTORS ASSOCIATED WITH, THIS INVESTMENT. SEE "RISK FACTORS." THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR UNDER THE SECURITIES LAWS OF ANY STATE, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION THE ("SEC") OR ANY STATE SECURITIES COMMISSION APPROVED OR DISAPPROVED OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THERE IS PRESENTLY A LIMITED PUBLIC TRADING MARKET FOR THE COMPANY'S COMMON STOCK. THE SHARES ISSUABLE HEREUNDER ARE NOT IMMEDIATELY TRADEABLE IN SUCH PUBLIC SECURITIES MARKET. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE CONTENTS OF THIS DISCLOSURE INFORMATION SHOULD NOT BE CONSTRUED BY PROSPECTIVE INVESTORS AS LEGAL OR TAX ADVICE, AND NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR SHOULD BE INFERRED REGARDING THE ECONOMIC RETURN OR THE TAX CONSEQUENCES TO INVESTORS WHO ACQUIRE THE SECURITIES. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN ATTORNEYS, ACCOUNTANTS AND FINANCIAL ADVISORS ABOUT THE LEGAL AND TAX CONSEQUENCES AND THE FINANCIAL RISKS AND MERITS OF AN INVESTMENT IN THE SECURITIES. NO ADVISORS TO THE COMPANY, INCLUDING WITHOUT LIMITATION ATTORNEYS, ACCOUNTANTS AND FINANCIAL ADVISORS SHALL BE LIABLE TO INVESTORS IN THIS OFFERING WITH RESPECT TO THE COMPANY OR THE INFORMATION DISCLOSED HEREIN. RISK FACTORS THIS OFFERING OF NEW WORLD SHARES INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION SET FORTH HEREIN, THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY AND ITS BUSINESS BEFORE PURCHASING ANY OF THE SHARES OF COMMON STOCK OF ...
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CTV. The Parties agree the last paragraph in Section 1 of the Operating Agreement shall be deleted and replaced with the following: In addition, for each academic year during the term of this Agreement, upon request by XXXXX, RMSMC, through its Student Video Production unit, agrees to provide – at no additional cost – at least one Student Video Productions photographer or videographer for events and scheduled programs. ASCSU will provide at least 48 hours advance notice to the Student Video Production unit. The total time commitment provided by the Student Video Production unit for these services to ASCSU will not exceed forty (40) hours for any one academic year.
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