Obligation. Developer shall indemnify, defend, and hold harmless the City Indemnitees from and against all Claims arising out of, relating to, or resulting from acts or omissions by Developer or Persons Connected with Developer arising out of, relating to, or resulting from Developer's obligations with respect to this Contract. Without limiting the preceding sentence, and as an additional obligation, it is agreed that Developer shall indemnify, defend, and hold harmless the City Indemnitees from and against all Claims made by its contractors, including subcontractors of all tiers, where the contractor was engaged by Developer to perform work pursuant to this Contract, except to the extent the Claim is the result of a negligent or wrongful act or omission by any of the City Indemnitees. In performing its duties under this Section, Developer shall defend City Indemnitees with legal counsel reasonably acceptable to City.
Obligation. The Consultant shall defend, indemnify and hold harmless the City and its officers, employees and agents against all claims, losses, damages, injuries, expenses or liabilities that – directly or indirectly, or in whole or in part - arise out of, pertain to, or relate to any of the following: The Consultant’s negligent performance of all or any part of the services or deliverables provided pursuant to an Approved Service Order; or Any negligent act or omission, recklessness or willful misconduct of the Consultant, any of its Subcontractors, anyone directly or indirectly employed by either the Consultant or any of its Subcontractors, or anyone that they control; or Any infringement of the patent rights, copyright, trade secret, trade name, trademark, service mark or any other proprietary right of any person(s) caused by the City’s use of any services, deliverables or other items provided by the Consultant pursuant to an Approved Service Order; or Any breach of this Master Agreement by the Consultant or any Subcontractor.
Obligation. The Parties agree that they will disclose the other Party’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTX, its Sublicensees’) officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 days after the request, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.
Obligation. In exchange for the issuance to the Purchaser ---------- pursuant to the Purchase Agreement of 700,000 shares of the Company's Common Stock (the "Shares"), receipt of which is hereby acknowledged, Purchaser hereby promises to pay to the order of the Company on or before the fifth anniversary of the date set forth above at the Company's principal place of business located at 1241 E. Hillsdale Blvd., Foster City, California 94404, or at such other place as the Company may direct, the principal sum of two hundred and thirty thousand three hundred dollars ($230,300.00) together with interest compounded monthly on the unpaid principal at the rate of 5.92%, which rate is not less than the minimum rate established pursuant to Section 1274(d) of the Internal Revenue Code of 1986, as amended, on the earliest date on which there was a binding contract in writing for the purchase of the Shares; provided, however, -------- ------- that the rate at which interest will accrue on unpaid principal under this Note will not exceed the highest rate permitted by applicable law. All payments hereunder shall be made in lawful tender of the United States.
Obligation. The nature and details of the business relationship established by this Master Agreement, and the business information regarding the other Party(ies) (the “Disclosing Party”) to which a Party(ies) (the “Receiving Party”) may become privy during the Term of this Master Agreement (collectively, the “Information”) constitute confidential and proprietary information, the disclosure, copying, or distribution of which could result in competitive harm to the Disclosing Party. Each Party agrees to maintain the other Parties’ Information in the strictest confidence and agrees not to disclose, copy, or distribute the other Parties’ Information, whether orally or in writing, directly or indirectly, in whole or in part, except to those of the Receiving Party’s employees, agents, subcontractors, and suppliers with a need to know the Information. The foregoing will not limit a Receiving Party, for purposes of marketing, from informing actual or potential Equalis Group Participants of the existence of a contractual relationship between the Parties. The Parties further agree that they will require that all of their employees, agents, subcontractors, and suppliers abide by the terms of these confidentiality obligations. The confidentiality obligations set forth in this section will continue in effect for the Term of this Master Agreement and for a period of two (2) years after the date this Master Agreement is terminated or expires.
Obligation. Each of SONY and LEXAR agrees that, for a period of ---------- ten (10) years after receipt of such Confidential Information, it will (i) use the other party's Confidential Information only in connection with fulfilling its rights and obligations under this Agreement; (ii) hold the other party's Confidential Information in strict confidence and exercise due care with respect to its handling and protection, consistent with its own policies concerning protection of its own Confidential Information of like importance but in no instance less than reasonable care, such due care including without limitation requiring its employees to execute non-disclosure agreements which provide protection of the other party's Confidential Information which is at least as protective as the terms and conditions of this Agreement; (iii) not disclose, divulge or publish the other party's Confidential Information except to such of its responsible directors, employees and consultants and legal and financial advisors who have a bona fide need to know to the extent necessary to fulfill such party's obligations under this Agreement or except to the extent such Confidential Information is required to be disclosed pursuant to applicable law, regulation or court order provided the other party uses reasonable efforts to give the party owning the Confidential Information sufficient notice of such required disclosure to allow the party owning the Confidential Information reasonable opportunity to object to and to take legal action to prevent such disclosure (or to request confidential treatment thereof); (iv) instruct all such employees not to disclose the other party's Confidential Information to third parties, without the prior written permission of the other party. SONY acknowledges and agrees that the "bona fide need to know" standard set forth in the foregoing subsection (iii) above as applied to dissemination of LEXAR Technology requires that authorized SONY employees must have actual need to use the LEXAR Technology to design or develop a specific Licensed Memory Stick. SONY further acknowledges and agrees that theoretical analysis and investigation of (a) the features and functionality of the LEXAR Technology or (b) potential application of the LEXAR Technology for an unidentified project will not satisfy the "bona fide need to know" standard. Each party may disclose Confidential Information of the other party to its legal and financial advisors, as necessary to obtain tax, legal an...
Obligation. Each of the Series 2007-1 Letter of Credit Provider and each of the Lessees understands and agrees that the Series 2007-1 Letter of Credit is irrevocable and the obligations of the Series 2007-1 Letter of Credit Provider as issuer thereof shall be unaffected by any default hereunder, including, without limitation any failure to pay the amounts due and payable to the Series 2007-1 Letter of Credit Provider under Section 2.4. No failure of any of the Lessees (or any person or organization acting on behalf thereof) or the Trustee to take any action (whether required hereunder or otherwise), nor any action taken by any of the Lessees shall be asserted by the Series 2007-1 Letter of Credit Provider as a defense to payment under the Series 2007-1 Letter of Credit (except for the failure of any documents presented thereunder to comply with the terms of the Series 2007-1 Letter of Credit) or as the basis of a right of set off by the Series 2007-1 Letter of Credit Provider against its obligations to make any such payment.
Obligation. A copy of the Trust's Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts. Notice is hereby given that this Agreement has been executed on behalf of the Trust by a trustee of the Trust in his or her capacity as trustee and not individually. The obligations of this Agreement shall only be binding upon the assets and property of the Trust and shall not be binding upon any trustee, officer, or shareholder of the Trust individually.