Xxxxxx'x Obligation. If, at any time during the Term, Hyland receives, and desires and is able to accept, a bona fide offer to purchase a majority or more of the issued and outstanding capital stock of Hyland or a majority or more of the assets of Hyland, Hyland shall forthwith provide, on a confidential basis, written notice thereof to
Xxxxxx'x Obligation. The LESSOR agrees to maintain the structure of the building of which the leased premises are a part in the same condition as it is at the commencement of the term or as it may be put in during the term of this lease, reasonable wear and tear, damage by fire and other casualty only excepted, unless such maintenance is required because of the LESSEE or those for whose conduct the LESSEE is legally responsible.
Xxxxxx'x Obligation. Except as provided in Section 14.2(a)(v)(B) and 14.4, Baxter shall indemnify and hold harmless Xxxxxxx and each of its Affiliates, directors, officers, employees, agents and counsel and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Xxxxxxx Indemnified Parties"), from and --------------------------- against any and all Expenses or Losses incurred or suffered by Xxxxxxx (and/or one or more of the Xxxxxxx Indemnified Parties), in connection with, relating to, arising out of or due to, directly or indirectly, any of the following items:
Xxxxxx'x Obligation. (a) Except as provided in Sections 14.2(b) and 14.4, Xxxxxxx shall indemnify and hold harmless Baxter and each of its Affiliates, directors, officers, employees, agents and counsel and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Baxter ------ Indemnified Parties"), from and against any and all Expenses or Losses incurred ------------------- or suffered by Baxter (and/or one or more of the Baxter Indemnified Parties), in connection with, relating to, arising out of or due to, directly or indirectly, any of the following items (and to the extent related to Products shall apply to all Products sold or transferred to Xxxxxx Japan prior to or after the Effective Date):
Xxxxxx'x Obligation. In connection with all towage undertaken pursuant to these Standard Terms, and for any boat(s) provided by Xxxxxx, Xxxxxx shall maintain Protection and Indemnity insurance covering tower’s liability on SP-23 or equivalent terms, and pollution coverage on terms equivalent to that provided by WQIS, with minimum limits of $100,000,000.00 in any combination of primary and excess coverage, together with hull insurance for the agreed value of its boat(s), all for the purpose of insuring Xxxxxx’x liabilities which arise from its operations.
Xxxxxx'x Obligation. Subject to Sections 9.2 and 9.3, HARMAN will defend at its own expense any suit or action brought against Licensee by a third party to the extent that the suit or action is based upon a claim that the Software infringes such third party’s copyrights or misappropriates such third party’s trade secrets recognized as such under the Uniform Trade Secrets Act or other similar laws., HARMAN will pay those costs and damages finally awarded against Licensee that are specifically attributable to such claim or agreed to in a monetary settlement of such claim. Defense and payments are subject to the conditions that: (a) HARMAN will be notified promptly in writing by Licensee of any claim; (b) HARMAN will have sole control of the defense and all negotiations for any settlement or compromise of a claim; and (c) Licensee will timely provide all reasonably requested information and materials and shall otherwise cooperate with HARMAN and, at XXXXXX’x request and expense, assist in the defense. THIS 9 .1 STATES XXXXXX’X ENTIRE LIABILITY AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT AND MISAPPROPRIATION.
Xxxxxx'x Obligation. Baxter agrees to indemnify and hold Allegiance and the Allegiance Indemnified Parties harmless from and against, and in respect of, any and all claims by, and liabilities to, third parties ("Third-Party Claims") asserted against or incurred by, and any and all expenses (including all fees and expenses of counsel, travel costs and other out-of-pocket costs) in connection with pending or threatened litigation or other proceedings regarding such Third-Party Claims ("Expenses") incurred by, Allegiance or any of the Allegiance Indemnified Parties (as hereinafter defined) which arise out of or relate to:
Xxxxxx'x Obligation. The Company undertakes and agrees with each of the Investors and the Stockholders that it shall during the Term (a) use its best efforts to cause the Directors designated by BT and BS in accordance with Section 2.1(a) to be nominated to the Board, and (b) without limiting the generality of Section 2.3 (a), use its best efforts to cause that, as of the Closing (as defined in the Purchase Agreement) the original designees of BT and BS, being, respectively, Xxxxx Xxxxxxx and Xxxx Xxxxxx, shall be appointed to the Board. 2.4.
Xxxxxx'x Obligation. In consideration of this Agreement, and in addition to the release set forth in paragraph 2 above, Xxxxxxx agrees that he shall:
Xxxxxx'x Obligation. Xxxxxx shall:
