Customer Indemnity. Subject to Article 18.3 herein, Customer, at its own expense, shall defend, indemnify and hold the Contractor, its permitted assignees, the Contractor’s Affiliates and the employees of any of them who have responsibility with respect to the Rivada Program, and their respective Directors, officers, employees, Subcontractors and agents (collectively, for purposes of this Article 18.2, “Contractor Indemnitees”) harmless from any loss, damage, liability or expense (including court costs and legal fees) resulting from damage to property, including but not limited to the property of Contractor Indemnitees, and from personal injury, and death, to all persons, including, but not limited to, employees of the Contractor or of its Subcontractors, employees of Customer or Customer’s Affiliates and of all other persons performing any of the Work hereunder, arising from any occurrence caused by any act or omission, negligent or otherwise, of the Customer, or its contractors or subcontractors, or its directors, officers, employees, agents, or any of them or for which they are legally liable, and at its expense shall defend any actions brought against Contractor Indemnitees, or any of them, in connection therewith and shall pay all expenses and satisfy all judgments which may be incurred by or rendered against them or any of them in connection therewith. Contractor shall give Customer prompt notice of such actions, appropriate authority to defend the claims on its behalf, and, at the request and expense of Customer, reasonable co-operation and assistance and such relevant information as is available to it, provided that failure to do so shall not preclude Contractor Indemnitees from recovery under this Article 18.2 except to the extent Customer is materially prejudiced thereby. 

Customer List. The Administrative Agent shall have received a true and complete customer list for each Borrower and its Subsidiaries, which list shall state the customer’s name, mailing address and phone number and shall be certified as true and correct by a Financial Officer of the Borrower Representative.

Customer and Potential Customer Non-Interference. During the Protective Covenant Period, the Employee shall not, directly or indirectly, individually or # on behalf of any other employer or any other business, person or entity, entice, induce, Solicit or attempt or participate in enticing, inducing or Soliciting, any Customer or Potential Customer of the Corporation to cease or reduce or refrain from doing business with the Corporation; or # on behalf of any Competitive Business, entice, induce, Solicit or attempt or participate in enticing, inducing or Soliciting, or accept or attempt or participate in accepting, business from any Customer or Potential Customer of the Covered Unit(s).

Customer Non-Solicit. During the Restriction Period, no Seller or Seller Affiliate shall, directly or indirectly, solicit or induce, or actively encourage (or attempt to do any of the foregoing), any customer, supplier, licensor or licensee of any Target Company or the Business as of Closing Date or any prospective customer, supplier, licensor, or licensee that has been targeted by any Target Company or the Business within the six (6) month period prior to the Closing Date to # terminate or otherwise materially and adversely modify its relationship with any Target Company or the Business or # engage in business with a competitor of any Target Company or the Business.

Seller and Buyer shall # ensure that no Person who owns a controlling interest in or otherwise controls Buyer or Seller is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Orders or is a listed person under any European Union export control or economic sanctions, # not violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto or any applicable European Union export control or economic sanctions, # comply with all applicable Bank Secrecy Act laws and regulations, as amended or # comply with any other applicable national sanctions program. As required by federal law or other applicable law, Seller or Buyer may need to obtain, verify and record certain customer identification information and documentation in connection herewith, and each party hereto shall provide such information as is reasonably requested prior to Closing.

Customer Termination Right. Customer may, upon written notice to the Contractor, terminate this Contract (excluding any Deliverable Items for which Delivery and Acceptance have been completed) at any time, in its sole discretion, and without cause, and the Contractor shall immediately cease work in the manner and to the extent specified.

Know-Your Customer. At least three (3) Business Days prior to the Closing Date, the Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested by the Agent or ​ (through the Agent) at least ten (10) Business Days prior to the Closing Date.

Customer Sublicense Agreement. Each distribution of a ​ Application shall be subject to an agreement between ​ and Customer which provides, at a minimum, that the Customer shall not # attempt to reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the ​ Application or the Licensed Software embedded therein, or # modify, adapt, translate, or create derivative works based on the ​ Application or Licensed Software embedded therein.

Customer Non-Solicitation. During the Restricted Period, Employee shall not, directly or indirectly, except for the benefit of the Company, solicit or induce, or

Indemnification by Customer. Customer shall indemnify Lonza, its Affiliates, and their respective officers, employees and agents (“Lonza Indemnitees”) from and against any loss, damage, costs and expenses (including reasonable attorney fees) that Lonza Indemnitees may suffer as a result of any Third Party claim arising directly out of ​. Notwithstanding the foregoing, Customer shall have no obligations under this clause 12.2 for any liabilities, expenses, or costs to the extent arising out of or relating to claims covered under clause 12.1.