The amount of any transfers, withdrawals, loans and distributions of Benefits effected during the calendar month ending with the Valuation Date shall be charged against each Members Company Contributions, Salary Deferral and Employee Accounts, as applicable.
Rule Against Perpetuities. In the event a court of competent jurisdiction determines that any provision of this Agreement violates the Rule Against Perpetuities, then such provision shall be revised as necessary to comply with the Rule Against Perpetuities, and this Agreement shall not be terminated solely as a result of a violation of the Rule Against Perpetuities.
The security of Electronic Communications shall be maintained through the use of passwords and other methods which Licensor may employ, or which Licensor may suggest or reasonably require that Licensee employ. Licensee acknowledges and agrees however, that Licensor cannot guarantee that the System and/or Electronic Communications will be protected against third party interference, interception, or other actions.
Additionally, if makes a claim against for breach of a representation and warranty under this Agreement and indemnifies or otherwise compensates in connection therewith, and if the claim by against relates to matters for which there is or may be a claim against a third party under any warranties, guaranties, indemnities or other claims (including, without limitation, for workmanship, materials and performance) assigned by to pursuant to this Agreement, then agrees that shall be subrogated to 's position with respect to all claims against such third parties, and shall reasonably cooperate with in attempting to recover against such third party(ies). The foregoing shall survive Closing.
6.06Indemnification. Employee shall indemnify and hold Company free and harmless from and against and shall reimburse it for any and all claims, liabilities, damages, losses, judgments, costs and expenses (including reasonable counsel fees and other reasonable outofpocket expenses) arising out of or resulting from any breach or default of any of his representations, warranties and agreements in this Agreement. Company shall indemnify and hold Employee free and harmless from and against and shall reimburse him for any and all claims, liabilities, damages, losses, judgments, costs and expenses (including reasonable counsel fees and other reasonable outofpocket expenses) arising out of or resulting from any breach or default of any of its representations, warranties and agreements in this Agreement.
legal action against Licensee for injunctive or protective relief. This provision shall not apply to non- payment of contract amounts owed or to be paid by Licensee to Licensor under this agreement.
Breach under Bellus License Agreement. In the event of any default, breach or violation by FB Health of the Bellus License Agreement, Bellus shall promptly notify [[Organization B:Organization]] in writing of such breach, and [[Organization B:Organization]] shall have the right, but not the obligation, to cure such default, breach or violation on behalf of FB Health within [ * ] after [[Organization B:Organization]]s receipt from Bellus of written notification of such default, breach or violation. During such [ * ] cure period, Bellus shall not terminate the Bellus License Agreement as a result of such breach.
Remedies for Breach of Agreement. Executive acknowledges that Executive's breach of any promise or covenant contained in Section 6 will result in irreparable injury to Company and that Company's remedies at law for such a breach will be inadequate. Accordingly, Executive agrees and consents that Company, in addition to all other remedies available at law and in equity, shall be entitled to both preliminary and permanent injunctions to prevent and/or halt a breach or threatened breach by Executive of any such promise or covenant, and Executive waives the requirement of the posting of any bond in connection with such injunctive relief. Executive further acknowledges and agrees that the promises and covenants contained in Section 6 are enforceable, reasonable, and valid.
Breach of Terms of Agreement. Borrower shall fail to perform or observe any of the agreements set forth herein and such failure shall continue unremedied for a period of 30 days after the earlier of Borrower becomes aware thereof or receives notice thereof from Lender.
Each Rights Holder will indemnify, defend and hold harmless [[Organization A:Organization]], its affiliates, and its and their respective officers, directors, employees and agents (collectively, the [[Organization A:Organization]] Indemnitees) against any third party claims, including reasonable attorneys fees for defending those claims, to the extent such claims arise out of or relate to # such Rights Holders negligence or willful misconduct; or # such Rights Holders breach of this Agreement including any representation or warranty hereunder.
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