By Titan Sample Clauses

By Titan. In the event of termination of this Agreement by Titan pursuant to Section 12.2, the following shall be applicable: (i) to the extent permitted by Law, Braeburn shall promptly transfer to Titan copies of all data, reports, records and materials in Braeburn’s possession or Control that relate to Products and return to Titan all relevant records and materials in Braeburn’s possession or Control containing Proprietary Information of Titan (provided that Braeburn may keep one (1) copy of such Proprietary Information of Titan for archival purposes solely for the purpose of compliance with this Agreement) and (ii) Braeburn shall transfer to Titan ownership of, and assign to Titan all of its right, title and interest in and to, the Product NDA and any regulatory filings made or filed for Products in the Territory by Braeburn or its designees. Subject to the payment of all undisputed amounts required hereunder, Braeburn and its Affiliates shall have the right to sell or otherwise dispose of the stock of any Product or Licensed Product, if applicable, subject to this Agreement on hand at the time of such termination or in process of manufacture; provided, however, that, at Titan’s request, Braeburn shall return to Titan any Product or Licensed Product that has not been sold or used within six (6) months following such termination and Titan shall reimburse Braeburn’s procurement costs related to such Product or Licensed Product, respectively, to the extent such costs have been previously been paid by Braeburn to Titan.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
By Titan. Titan shall maintain, commencing as of the Effective Date and for a period of three (3) years after any expiration of termination of this Agreement, a Commercial General Liability Insurance policy or policies (including coverage for Product Liability, Contractual Liability, Bodily Injury, Property Damage and Personal Injury), with minimum limits of [***] per occurrence and in the aggregate. Such insurance shall insure against all liability arising out of Titan’s (i) manufacture, use, sale, distribution, or marketing of Products and Licensed Products in the Titan Territory and (ii) manufacture of Licensed Products in the Territory.
Sample 1Sample 2See All (4)
By Titan. Titan hereby agrees to indemnify, defend, and hold harmless Xxxxxxx and Owner, their agents and affiliates, their respective successors and assigns, and their respective employees, officers, directors, and shareholders, with respect to and in connection with any /STA liability, damage, penalty, fine, forfeiture, loss, claims, and expenses, including reasonable attorneys’ fees but excluding punitive, incidental, and consequential losses, damages, and expenses (collectively the “Xxxxxxx’ Damages”) arising out of, relating in, or resulting in any way from the performance of any aspect of this Agreement, including, but not limited to construction defects in the System, to the extent that such Xxxxxxx’ Damages are (a) attributable to bodily or personal injury, sickness, disease, or death or to injury to or destruction of tangible property, either real or personal; and(b) caused by the act or omission of (i) Titan, (ii) anyone directly or indirectly employed by or contracting with Titan (other than Xxxxxxx/Owner), or (iii) anyone else for whose acts Titan may be legally liable. The provisions of this Section shall survive the termination or expiration of this Agreement, and shall apply to and inure to the benefit of all heirs, successors, and assigns of Xxxxxxx and Owner, their directors, officers, shareholders, employees, tenants, sub-tenants, and affiliates. This indemnification shall not require payment as a condition precedent.
Sample 1
By Titan. Titan hereby represents and warrants to Xxxxxxx and Owner that: (a) Titan is duly organized and validly existing under the laws of its state of organization, with full power and authority to enter into this Agreement and perform and consummate the transaction herein contemplated; (b) the execution and delivery of this Agreement by Titan has been duly authorized by Titan, and this Agreement constitutes the valid and binding obligation of Titan, enforceable in accordance with its terms, without any other or further action; (c) the execution, delivery and performance of this Agreement by Titan does not and will not conflict with or violate any law, judgment, order, decree, agreement, limitation, or restriction to which Titan is a party; (d) Titan has good and marketable title to the Equipment and components comprising the System free and clear of any and all liens and encumbrances; (e) Titan possesses or will possess all required permits, licenses and approvals for the operation of its business; (f) there are no bankruptcy, receivership, or tax deficiency proceedings pending or, to the knowledge of Titan, threatened against Titan in any court or before any federal or state commission or authority, and there are no claims, actions, or proceedings pending or, to the knowledge of Titan, threatened which would prohibit or affect the validity of the transaction contemplated by this Agreement; (g) the construction of the System shall meet the requirements of this Agreement, comply with all warranties imposed by law, rule, regulation upon Titan and/or its contractors; (h) Titan, at its sole cost and expense, shall timely repair or remedy, or caused to be repaired or remedied, any defects in workmanship and material; and (i) Titan, its contractors, representatives, employees and agents shall observe all safety, nondiscrimination, equal employment, business ethics and other rules and policies and shall comply with all applicable laws, rules and regulations or any governmental authority in performing its obligations under this Agreement. All warranties shall survive the expiration or earlier termination of this Agreement.
Sample 1
By Titan. Titan shall maintain in full force at its expense, commencing as of the Effective Date and for a period of three (3) years after any expiration of termination of this Agreement, a Commercial General Liability Insurance policy or policies (including coverage for Product Liability, Contractual Liability, Bodily Injury, Property Damage and Personal Injury), with minimum limits of US$5,000,000 (five million dollars) per occurrence and in the aggregate and shall name Molteni as an additional insured on such policy against any and all claims for bodily injury, personal injury and property damage. Such insurance shall insure against all liability arising out of Titan’s (i) manufacture, use, sale, distribution, or marketing of the Products in the Titan Territory and (ii) manufacture of Semi-Finished Products in the Territory.
Sample 1

Related to By Titan

  • Defense of Title Warrant and defend title to and ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Credit Documents.

  • Defense of Title to Collateral Each Borrower shall at all times defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

  • Remedies for Environmental Defects Subject to Seller’s continuing right to dispute the existence of a Environmental Defect and/or the Remediation Amount asserted with respect thereto, in the event that any Environmental Defect timely asserted by Buyer in accordance with Section 12.1(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at its sole option, elect to:

  • Remedies for Title Defects Subject to Seller’s continuing right to dispute the existence of a Title Defect and/or the Title Defect Amount asserted with respect thereto and subject to the rights of the parties pursuant to Section 14.1(f), in the event that any Title Defect timely asserted by Buyer in accordance with Section 11.2(a) is not waived in writing by Buyer or cured on or before Closing, Seller shall, at its sole option, elect to:

  • Xxxxxx Title Deputy General Manager P.T. BANK RAKYAT INDONESIA (PERSERO), by /s/Kemas M. Arief Name: Kemas M. Arief Title: General Manager by /s/Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Deputy General Manager REPUBLIC NATIONAL BANK OF NEW YORK, by /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President THE ROYAL BANK OF SCOTLAND PLC, by /s/Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President & Deputy Manager THE SAKURA BANK, LIMITED, HOUSTON AGENCY, by /s/Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Senior Vice President THE SANWA BANK LIMITED, DALLAS AGENCY, by /s/X. X. Xxxxxxx Name: X. X. Xxxxxxx Title: Vice President SOCIETE GENERALE, SOUTHWEST AGENCY, by /s/Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President THE SUMITOMO BANK, LIMITED, HOUSTON AGENCY, by /s/Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: General Manager THE TOKAI BANK, LIMITED, by Name: Title: UNION BANK OF SWITZERLAND, HOUSTON AGENCY, by /s/Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Managing Director by /s/J. Xxxxxx Xxxxxxxxxxx Name: J. Xxxxxx Xxxxxxxxxxx Title: Assistant Vice President WESTDEUTSCHE LANDESBANK GIROZENTRALE, by /s/Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice President by /s/Xxxxxx Xxx Name: Xxxxxx Xxx Title: Associate YASUDA TRUST AND BANKING COMPANY, by /s/Price X. Xxxxxxxx Name: Price X. Xxxxxxxx Title: First Vice President

  • Defense of Infringement Claims In the event Licensee or Licensor becomes aware that Licensee’s or any of its Affiliates’ or any Sublicensees’ practice of the Licensed Patents is the subject of a claim for patent infringement by a Third Party, that Party shall promptly notify the other, and the Parties shall consider the claim and the most appropriate action to take. Licensee shall cause each of its Affiliates and each Sublicensee to notify Licensee promptly in the event such entity becomes aware that its practice of the Licensed Patents is the subject of a claim of patent infringement by another. To the extent Licensor takes any action, Licensor (or the ReGenX Licensors) shall have the right to require Licensee’s reasonable cooperation in any such suit, upon written notice to Licensee; and Licensee shall have the obligation to participate upon Licensor’s request, in which event, Licensor shall bear the cost of Licensee’s participation. Without Licensor’s prior written permission, Licensee must not settle or compromise any such suit in a manner that imposes any material obligations or restrictions on Licensor or the ReGenX Licensors or grants any rights to the Licensed Patents other than rights that Licensee has the right to grant under this Agreement.

  • Xxxxx Title President Attest: /s/Xxxxxx X. Xxxxx -------------------- ACME TELEVISION LICENSES OF OREGON, LLC By: ACME Television Holdings of Oregon, LLC, its majority member By: ACME Television, LLC, its majority member By: ACME Intermediate Holdings, LLC, its majority member By: ACME Television Holdings, LLC, its majority member

  • Property Title (a) Borrower has good and marketable fee simple legal and equitable title to the real property comprising the Property, subject to Permitted Liens. The Mortgage Documents, when properly recorded and/or filed in the appropriate records, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to the Permitted Liens, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Liens.

  • Warranty of Title Mortgagor warrants that it has good record title in fee simple to, or a valid leasehold interest in, the Real Estate, and good title to, or a valid leasehold interest in, the rest of the Mortgaged Property, subject only to the matters that are set forth in Schedule B of the title insurance policy or policies being issued to Mortgagee to insure the lien of this Mortgage and any other lien or encumbrance as permitted by Section 7.3 of the Credit Agreement (the “Permitted Exceptions”). Mortgagor shall warrant, defend and preserve such title and the lien of this Mortgage against all claims of all persons and entities (not including the holders of the Permitted Exceptions). Mortgagor represents and warrants that (a) it has the right to mortgage the Mortgaged Property; (b) the Mortgaged Leases are in full force and effect and Mortgagor is the holder of the lessee’s or tenant’s interest thereunder; (c) the Mortgaged Leases have not been amended, supplemented or otherwise modified, except as may be specifically described in Schedule B attached to this Mortgage or as otherwise notified in writing to the Mortgagee; (d) Mortgagor has paid all rents and other charges to the extent due and payable under the Mortgaged Leases (except to the extent Mortgagor is contesting in good faith by appropriate proceedings any such rents and other charges in accordance with and to the extent permitted by the terms of the relevant Mortgaged Lease), is not in default under the Mortgaged Leases in any material respect, has received no notice of default from the lessor thereunder and knows of no material default by the lessor thereunder; and (e) the granting of this Mortgage does not violate the terms of the Mortgaged Leases nor is any consent of the lessor under the Mortgaged Leases required to be obtained in connection with the granting of this Mortgage unless such consent has been obtained.

  • Xxxxxxxx Title President 0000 Xxxxxxx Xx. Xxxxxx, Xxxxx 00000 Optionee represents that he/he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all the terms and provisions of this Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Company upon any questions arising under this Option Agreement. By: /s/ Xxxxx Xxxxxxx --------------------------------------- Xxxxx Xxxxxxx, Optionee Address: 0000 Xxxxx Xxxxxx Xxxxx 0000 Xxxxxxx Xxxxx, XX 00000 NONQUALIFIED STOCK OPTION AGREEMENT FIRSTPLUS FINANCIAL GROUP, INC. A Nonqualified Stock Option (the "Option") for a total of ONE THOUSAND EIGHT HUNDRED EIGHTY-EIGHT (1,888) shares (the "Shares") of common stock, par value $0.01 per share (the "Common Stock"), of FIRSTPLUS Financial Group, Inc. (the "Company"), is hereby granted to XXXXX XXXXXXX (the "Optionee") pursuant to the terms of this Option Agreement (the "Option Agreement").

Time is Money Join Law Insider Premium to draft better contracts faster.