By FDC Sample Clauses

By FDC. FDC may terminate Donnxx'x xxxloyment hereunder during the term or any extended term hereof only (1) in the event of Donnxx'x xxxth or disability, subject to the provisions of Section 4.2 above; (2) "for cause," which shall be defined as "the failure of Donnxx xxx any reason, within thirty (30) days after receipt by Donnxx xx written notice thereof from FDC, to correct, cease, or otherwise alter any action or omission to act that constitutes a material and willful breach of this Agreement likely to result in material damage to FDC, or willful gross misconduct likely to result in material damage to FDC"; or (3) in the event of a "change in control" of the Company. Upon such termination "for cause" under subsection (2) of this Section 14.2, FDC shall have no further liabilities to Donnxx, xxcept under Section 8 (Indemnification), and Donnxx'x xxxy further liabilities to FDC shall be her covenants under Section 5 (Disclosure of Information), and 2 Section 6 (Covenant Not to Compete), which Sections shall survive termination of this Agreement. The term "change in control" as used in this subsection (3) of this Section 14.2 shall mean any statutory merger, statutory consolidation, sale of all or substantially all of the assets of the Company, or sale, pursuant to an agreement with the Company, of securities of the Company pursuant to which the Company is not the surviving or acquiring company or the Company is or becomes a wholly-owned subsidiary of another company after the effective date of the transaction.
Sample 1
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By FDC. FDC may terminate Donnxx'x xxxloyment hereunder during the term or any extended term hereof only (1) in the event of Donnxx'x xxxth or disability, subject to the provisions of Section 4.2 above; or (2) "for cause," which shall be defined as
Sample 1
By FDC. FDC represents, warrants and covenants to Chopper as follows:
Sample 1
By FDC. FDC shall indemnify, defend and hold Chopper, its Affiliates and their respective directors, officers, employees and agents (collectively, the "Chopper Indemnified Persons") harmless from and against and in respect of any and all Losses that any of Chopper Indemnified Persons shall incur or suffer, that arise, result from, or relate to:
Sample 1
By FDC. FDC may terminate Donnxx'x xxxloyment hereunder during the term or any extended term hereof only (1) in the event of Donnxx'x xxxth or disability, subject to the provisions of Section 4.2 above; or (2) "for cause," which shall be defined as "the failure of Donnxx xxx any reason, within thirty (30) days after receipt by Donnxx xx written notice thereof from FDC, to correct, cease, or otherwise alter any action or omission to act that constitutes a material and willful breach of this Agreement likely to result in material damage to FDC, or willful gross misconduct likely to result in material damage to FDC." Upon such termination "for cause" under Section 14.2, FDC shall have no further liabilities to Donnxx, xxcept under Section 8 (Indemnification), and Donnxx'x xxxy further liabilities to FDC shall be her covenants under Section 5 (Disclosure of Information), and Section 6 (Covenant Not to Compete), which Sections shall survive termination of this Agreement.
Sample 1

Related to By FDC

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • By Client Client agrees to indemnify, defend and hold Agency, its officers, directors, employees, agents, attorneys, subsidiaries, affiliated companies, parent companies, representatives, and successors and assigns, harmless from and against all Losses to the extent such Losses arise out of or are primarily related to (i) the negligent or wrongful acts, errors, or omissions of Client or its employees, agents affiliates, assigns or any creditor or prior account holder, or the employees or agents of any of them, in connection with this Agreement, including but not limited to errors or omissions in connection with information furnished by Client to Agency concerning a Referred Account, or (ii) any collection effort by Client or any other collection agency as to a Referred Account.

  • By Consultant (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or,

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, the REGENXBIO Licensors, and their respective shareholders, members, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: [*]; provided, however, that Licensee shall not be liable for claims to the extent based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:

  • By Licensor Licensor represents and warrants that:

  • Indemnification for Marketing Materials In addition to the foregoing indemnification, the Fund and the Investment Adviser also, jointly and severally, agree to indemnify and hold harmless each Underwriter, affiliates, directors, officers, employees and agents of each Underwriter, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 6(a), as limited by the proviso set forth therein, with respect to any sales material.

  • Product Warranty Each product manufactured, sold, leased, or delivered by the Company has been in conformity with all applicable contractual commitments and all express and implied warranties, and the Company has no Liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith, subject only to the reserve for product warranty claims set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company. No product manufactured, sold, leased, or delivered by the Company is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Section 4.22 of the Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for the Company (containing applicable guaranty, warranty, and indemnity provisions).

  • Testing-the-Waters Materials If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

  • Licensed Software Section 3.17(f).......................................27

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