By Xxxx. Xxxx hereby represents, warrants and covenants as follows:
By Xxxx. XXXX hereby appoints HBIO, and HBIO accepts such appointment, to be XXXX’x exclusive, independent, worldwide distributor for the resale of XXXX’x products that relate to any of HBIO’s business activities it conducts from time to time for all applications outside the XXXX Business, subject to the terms of any Third Party distribution agreements in effect on the Separation Date (as defined in the Separation and Distribution Agreement), and subject further to the non-competition covenants contained in Article IX of the Intellectual Property Matters Agreement.
By Xxxx. This Agreement may be terminated by XXXX at its option and without prejudice to any other remedy to which it may be entitled at law, in equity, or otherwise under this Agreement, in the event of any of the following circumstances:
By Xxxx if Buyer has committed a material breach of any representation, warranty or covenant of Buyer in this Agreement and such breach is either not capable of being cured or if Buyer has failed to cure such breach within 30 days after written notice thereof from Xxxx;
By Xxxx upon written notice to Buyer, if the transactions contemplated by this Agreement have not been consummated on or prior to the Outside Termination Date as a result of the failure of Buyer to satisfy the condition in Section 9.3(d) (unless such failure results from Sellers' breach of Section 7.24); or
By Xxxx. Com upon [**] prior written notice in the event of a violation by FiveCom of Section 15 which violation remains uncured during said [**];
By Xxxx. Xxxx agrees to indemnify and hold Customer harmless from and against any and all losses, expenses, damages or liabilities (including any and all attorneys’ and expert witness fees and court costs), that Customer may incur as a result of all claims, suits, actions or proceedings arising out of or relating to a breach of the Agreement by Xxxx. Xxxx will indemnify Customer for any actual damages incurred by Customer as a result of third party product liability claims provided that such damages are: (a) directly and solely related to Tyfo Products sold by Xxxx to Customer (and not the installation of such Tyfo Products); and (b) incurred within one (1) year of the sale of such Tyfo Products.
By Xxxx. This Agreement and/or all then-current License and Support Subscriptions and Professional Services orders shall automatically terminate or expire as set forth herein and may be terminated by Xxxx if Customer is in breach of a term hereof and fails to cure such breach within thirty (30) days after written notice of such breach has been given.
By Xxxx. 2. An employee working at more than one work site shall have one management employee designated as his/her primary evaluator. The site administrator(s) at the other site(s) to which he/she is assigned may provide input to the primary evaluator.
By Xxxx. Subject to Section 8.3, Xxxx will defend, indemnify and hold harmless Xxxxxx and its Affiliates, officers, directors, shareholders, licensees, designees, customers, employees, contractors and agents (collectively, the “Xxxxxx Indemnitees”) from and against any Losses resulting from any Third Party Claim against any Xxxxxx Indemnitee(s) to the extent arising from: [****]. The foregoing indemnification shall not apply to the extent that such Losses arise from or relate to any Xxxxxx Indemnitee’s gross negligence, intentionally harmful misconduct or breach of this Agreement or the Commercial Supply Agreement or to the extent Xxxxxx has an indemnification obligation pursuant to Section 8.1 for such Losses. [****] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS
