In consideration of the. EXECUTION AND DELIVERY OF THIS AGREEMENT BY ADMINISTRATIVE AGENT AND LENDERS AND THE AGREEMENT TO EXTEND THE REVOLVING LOAN COMMITMENT PROVIDED HEREUNDER, EACH BORROWER HEREBY JOINTLY AND SEVERALLY AGREES TO AND SHALL INDEMNIFY, DEFEND, PROTECT, EXONERATE AND HOLD ADMINISTRATIVE AGENT, EACH LENDER, EACH ISSUING LENDER, AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, PARENT ENTITIES, AFFILIATES, ATTORNEYS AND AGENTS OF ADMINISTRATIVE AGENT AND EACH LENDER (EACH A “INDEMNIFIED PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, JUDGMENTS, CLAIMS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, COSTS, AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS (COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”), INCURRED BY THE INDEMNIFIED PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO (a) ANY REFINANCING, TENDER OFFER, MERGER, PURCHASE OF STOCK, PURCHASE OF ASSETS OR OTHER SIMILAR TRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITH THE PROCEEDS OF ANY OF THE LOANS, (b) THE USE, HANDLING, RELEASE, EMISSION, DISCHARGE, TRANSPORTATION, -102- STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY BORROWER, (c) ANY VIOLATION OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR LEASED BY ANY BORROWER OR THE OPERATIONS CONDUCTED THEREON, (d) THE INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY BORROWER OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES, (e) THE USE, MAINTENANCE OR OPERATION OF THE FACILITIES, OR ANY BREACH BY BORROWER OR ANY OF ITS AFFILIATES OF ANY ADMISSION CONTRACT WITH A PATIENT OF A FACILITY, OR (f) THE EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT BY ANY OF THE INDEMNIFIED PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE INDEMNIFIED PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR ILLEGAL ACTIVITY AS DETERMINED BY A FINAL, NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION; PROVIDED, HOWEVER, THAT THE INDEMNIFICATION IN THIS SECTION 12.16 SHALL NOT EXTEND TO DISPUTES SOLELY AND ENTIRELY BETWEEN OR AMONG ADMINISTRATIVE AGENT, THE LENDERS OR THEIR RESPECTIVE AFFILIATES NOT IN ANY WAY OR MANNER DIRECTLY OR INDIRECTLY CAUSED BY OR THE FAULT OF ANY BORROWER OR ANY OF ITS RESPECTIVE AFFILIATES. IF...
In consideration of the rights which ALVOTECH grants to STADA and its Affiliates under this Agreement, STADA shall pay to ALVOTECH the consideration (“Consideration”) of up to [***], excluding VAT, payable as follows:
In consideration of the. Department making the payments to the Contractor in connection with the Services the Contractor hereby grants (and, where relevant, shall procure from any necessary third parties the grant) to the Department a non-exclusive, irrevocable, worldwide, royalty-free licence (with the right to license others) of any of the Contractor’s Foreground Intellectual Property that the Department may reasonably require to be able fully to exploit, develop and commercialise the results of the Services, including, without limitation, the Work.
In consideration of the execution and delivery of this Agreement by the Banks, Borrower hereby agrees to indemnify, exonerate and hold each Bank, and each of its officers, directors, employees and agents of that Bank (the "Bank Parties") free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by the Bank Parties or any of them as a result of, or arising out of, or relating to:
In consideration of the. AMENDMENTS CONTAINED HEREIN, BORROWER HEREBY WAIVES AND RELEASES LENDER FROM ANY AND ALL CLAIMS AND DEFENSES, KNOWN OR UNKNOWN, WITH RESPECT TO THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY.
In consideration of the. Administering Institution supplying the Data to the Recipient, the Recipient will, as soon as practicable, inform the Administering Institution in writing of any and all findings (including results of potential clinical significance to any research participant) or other information it has derived from the Data (Results) and of any new Intellectual Property Rights developed from its use of the Data. The Recipient and the Administering Institution will enter into negotiations to discuss their respective ownership rights in relation to any new Intellectual Property Rights in the Results.
In consideration of the. Purchase Price the Vendor (and each of them) give up the full right, interest and use of the name PERSONAL COMPUTER SYSTEMS (1993) LIMITED (or any part of that name as required by the Purchaser) from the Settlement Date and the Vendor (and each of them) shall execute all documents and do all things necessary to satisfy this provision including, if required by the Purchaser, execution of Transfer or assignment of Trade Xxxx or otherwise in favour of the Purchaser and/or its nominee.
In consideration of the agreements contained herein:
In consideration of the. CBC VOD Licence Fee, Producer hereby grants to CBC the first and exclusive right in English, in Canada, during the Term to, and to authorize others to, distribute the Program, in whole or in part, via CRTC-licensed video-on-demand services. As used herein, “video-on- demand” will be deemed to mean the non-linear exhibition of the Program on services associated with CBC and/or any CRTC-licensed broadcast distribution undertaking, regardless of the method of delivery and/or receiving device, and will include, for clarity, and without limitation the non-simultaneous redistribution of the Program via cable, satellite, ISP, internet/IPTV, wireless and any other media or method now known or hereafter devised, but expressly excluding EST Rights (as defined below).
In consideration of the. CBC Internet/Mobile Licence Fee, Producer hereby grants to CBC the first and exclusive right to, and to authorize others to, make the Program available, in whole or in part, in English in Canada during the Term on any and all forms of internet broadcast/distribution and/or distribution on a mobile/wireless device, other than as set forth in Sections 4.01, 4.02 or 4.04 (the “Internet/Mobile Rights”). In the event CBC fails to exploit Internet/Mobile Rights within 12 months of CBC’s first telecast of the Program, such rights will revert to Producer.
