By PTC Sample Clauses

By PTC. PTC may suspend Client’s access to the Services or terminate this Agreement as follows: Following ten (10) days prior written notice (such as an overdue invoice) if (i) Client breechs the Agreement, (ii) perpetrates fraud, (iii) causes or fails to fix a security breech relating to the Services, (iv) fails to comply with PTC’s best practices requirements for security management or to respond to an inquiry from PTC, concerning the accuracy or completeness of the information Client is required to provide pursuant to this Agreement, (v) if PTC reasonably suspects fraudulent activity on Client’s payment services account, (if any breech is not cured within such 10 day period), or (vi) in the event that certain third party licenses or access to third party components of the Service are terminated, or (vii) non payment of invoices; or immediately, without prior notice, if PTC reasonably believes Client’s breech compromises the security of the Service in any material fashion, if fraudulent Transactions are being run on Client’s account, or Client’s financial processor or Financial Institution, with which Client has a Client account, required such termination or suspension.
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By PTC. PTC hereby agrees to indemnify, defend and hold harmless CVT and its Affiliates, and their respective officers, directors, agents and employees from and against any and all Losses resulting from (a) the development, use, manufacture, handling, storage, transport, distribution, sale or other disposition of PTC Products by PTC, its Affiliates, agents or Sublicensees, except to the extent that such Losses result from the gross negligence or intentional wrongdoing of CVT and/or its Representatives; or (b) PTC’s breach of any of its obligations, covenants, representations or warranties under this Agreement.
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By PTC. PTC may terminate this Agreement for Cause (as defined below), effective immediately upon notice to Consultant that, in the good faith judgment of the Board, (1) an event constituting Cause for termination has occurred, and (2) either Consultant had a reasonable opportunity to take remedial action but failed or refused to do so, or an opportunity to take remedial action would not have been meaningful or appropriate under the circumstances. For purposes of this Section 1.2, "Cause" shall mean: (i) Consultant willfully commits an act of dishonesty or breach of trust, or willfully acts in a manner which is inimical or injurious to the business or interest of PTC, (ii) Consultant willfully violates or breaches any of the provisions of this Agreement and such violation or breach results in demonstrable injury to PTC and has not been remedied within thirty (30) days of receipt of written notice of such violation or breach, (iii) Consultant's act or omission to act results in or is intended to result in gain to or personal enrichment of Consultant at PTC's expense, or (iv) Consultant is convicted of a felony or any crime involving larceny, embezzlement or moral turpitude.
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By PTC. Notwithstanding Section 10.1, PTC may suspend Client's access to the Services or terminate this Agreement as follows:
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Related to By PTC

  • 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 Each Party Each party represents, warrants, and covenants to the other party that: (a) such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and (d) such party will comply with all laws, rules, and regulations applicable to such party in its performance under this Agreement.

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • By Licensee Except for claims for which Oracle is obligated to indemnify Licensee under Section 7.2, Licensee shall defend, at Licensee's expense, any and all claims brought against Oracle, and shall pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Licensee, arising out of or in connection with Licensee's reproduction, development or distribution of product(s) developed using the TCK. Licensee's obligation to provide a defense under this Section 7.5 shall arise provided that Oracle: (a) provides notice of the claim promptly to Licensee; (b) gives Licensee sole control of the defense and settlement of the claim; (c) provides to Licensee, at Licensee's expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without Licensee's prior written consent.

  • By Seller Seller agrees to indemnify, defend and save Purchaser, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Indemnified Items”) for (i) injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Purchaser’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret; provided, however, Seller shall have no liability under this Section to the extent any such Indemnified Items are caused by either (i) the negligence or willful misconduct of Purchaser, its employees, agents or representatives or contractors, (ii) by any third party, (iii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) compliance with Purchaser’s designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) modifications of the Product by anyone other than Seller without Seller’s prior written approval. Purchaser shall [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. provide Seller prompt written notice of any third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Purchaser agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Purchaser the right, at no additional expense to Purchaser, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement docs not adversely affect the specifications of the Product; or (c) in the event (a) and (b) are not practical, refund to Purchaser the amortized amounts paid by Purchaser with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER’S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN.

  • By Both Parties Each Party hereby represents, warrants and covenants to the other Party as of the Effective Date as follows:

  • 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 Either Party Either party may terminate this Agreement for cause upon 30 days’ advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30-day notice period.

  • By Purchaser Purchaser represents and warrants to Seller that:

  • By Buyer At Closing, Buyer shall deliver to Seller the following:

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