By Contributors Sample Clauses

The "By Contributors" clause defines the rights and obligations of individuals or entities who contribute to a project, typically in the context of intellectual property or open source licensing. It usually specifies how contributions—such as code, documentation, or other materials—are handled, including the granting of licenses or assignment of rights to the project or its users. This clause ensures that all contributions are properly authorized and that the project can legally use, modify, and distribute the contributed materials, thereby preventing future disputes over ownership or usage rights.
By Contributors. Subject to the procedures and limitations set forth in this Section 7, Contributors shall, jointly and severally, indemnify and hold GTI PA and RCPFM and their respective Affiliates, successors and assigns (the “GTI Indemnified Group”) harmless from and against any and all Damages, arising out of or in connection with: (i) Any and all liabilities and obligations of, or claims against the Company or the GTI Indemnified Group and any other obligation or liability arising out of the operation of the Company that arise out of or relate to the Business: (A) prior to the effective date of the Management Services Agreement; and (B) after the effective date of the Management Services Agreement, if caused by acts of any Contributor or omissions of the Contributors in violation of the Management Services Agreement. (ii) Any breach of any of the representations or warranties made by a Contributor or the Company in this Agreement or any Transaction Document or any failure by a Contributor or the Company to perform any material agreement or covenant under this Agreement or any Transaction Document, or from any misrepresentation in or omission from any Schedule, certificate or other instrument furnished or to be furnished by a Contributor or the Company to GTI PA or RCPFM hereunder; (iii) Any Taxes attributable to any all taxable periods (including any portion thereof) of the Company ending on or before the Closing Date; (iv) Any matter related to any dispute or controversy involving the real property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇; (v) Any legal fees or incremental labor costs incurred in connection with Neutrality and Card Check Agreement dated March 16, 2017, by and between the Company and the United Food and Commercial Workers Local 1776 (the “Union Agreement”) at the three dispensary sites licensed to Company caused by the Union Agreement, including, without limitation, any increase in the aggregate of wages, benefits, expenses, costs, losses or liabilities owed to employees of the Business as a result of or otherwise relating to the Union Agreement at such sites. Notwithstanding the foregoing, Contributors shall not be responsible for indemnification under this Section 7(b)(v) in excess of $750,000 in the aggregate; (vi) Any matter related to (A) the limited liability company governance or other internal affairs of the Company and its members prior to the Closing Date, (B) any transactions, agreements, arrangements, understandings, de...
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By Contributors. (1) Contributors shall indemnify, save and hold harmless Contributee and its Affiliates, and its and their respective Representatives, from and against any and all costs, losses (including, without limitation, diminution in value), liabilities, damages, lawsuits, deficiencies, claims and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, additions, travel expenses, wages allocable to loss of employee time, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, the "Damages"), incurred in connection with or arising out of or resulting from (i) any breach of any representation, warranty, covenant or agreement, or the inaccuracy of any representation or warranty, made by Contributors in or pursuant to this Agreement (whether or not such claims or causes of action with respect thereto are described, listed or reflected on the Disclosure Schedule); (ii) any liabilities under any Pension Plan, ERISA Plan or Welfare Plan or for workers compensation, severance or other employment related liabilities of Contributors (whether or not such liabilities are described, listed or reflected on the Disclosure Schedule); (iii) any liabilities of Contributors in respect of
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By Contributors. For a period of one year from the First Coast Closing Date (except for (i) Claims related to a breach of the representations and warranties set forth in Sections 6.1.1 (Due Organization), 6.1.2 (Due Authorization; Consents; No Violations), 6.2.2 (Securities) and 6.3 (Joint Ventures), for which the survival period shall be two years, and (ii) Claims related to a breach of the representations and warranties set forth in Sections 6.2.6 (No Employees), 6.4.5 (Employee Benefit Plans), 5.6 (Disclosure) and 6.
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By Contributors. (a) From and after the Closing Date, each Contributor (an “Indemnitor”) agrees severally to indemnify, defend and hold harmless the New Company, each other Contributor, and each such Contributor’s respective subsidiaries, Affiliates, officers, directors, partners, members, managers, security holders, stockholders, employees, representatives and
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Related to By Contributors

  • By Sellers From and after the Closing, each Seller shall jointly and severally indemnify the Company and each Buyer and their directors, officers, employees, shareholders, agents and Affiliates (the "Buyer Group"), without duplication, against, and hold each of them harmless from, any and all losses, liabilities, damages, fines, penalties, fees, assessments, costs and expenses (including reasonable attorneys' fees and expenses) (collectively, the "Damages") paid, suffered or incurred by any member of the Buyer Group as a result of or arising from the following: (a) Any breach of any representation and warranty made jointly and severally in this Agreement by a member of the Selling Group or made individually by such Selling Group Member; (b) Any of the Excluded Liabilities; (c) Any breach of any covenant made by a member of the Selling Group in this Agreement; and (d) Any item disclosed on Schedules 2.4 or 2.8 of the Disclosure Schedule. No member of the Selling Group shall have any right to contribution from the Company, or any other right to recover from, to offset, or to share any Obligation with the Company with respect to any Liability arising under this Section 4.1. Notwithstanding the foregoing, the Indemnifying Party shall be liable only for the amount of any Damages which is net of any insurance proceeds paid to the Indemnified Party with respect thereto or the accrual of any tax benefits readily determinable to be available to the Indemnifying Party; provided that the Indemnified Party may elect to notify the Indemnifying Parties of the estimated cost to be incurred in determining the amount of any Tax accrual, and the Indemnifying Parties may elect to pay such costs as a condition to obtaining the benefit of the reduction in Damages due to the Tax accrual or elect not to pay such costs and obtain any reduction in Damages due to the Tax accrual.

  • BY PARTIES The parties are entering into this Agreement for the allotment of an Apartment with the full knowledge of all laws, rules, regulations, notifications applicable to the Project.

  • By Contractor Should the Contractor be liable for any payments to the State hereunder, interest, late payment charges and collection fee charges will be determined and assessed pursuant to Section 18 of the State Finance Law.

  • By Seller Subject to the terms and conditions of this Article IX, Seller covenants and agrees to defend, indemnify and hold harmless Buyer, its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Buyer Indemnitees") from and against, and pay or reimburse Buyer Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) Any misrepresentation or breach of any warranty of Seller contained in this Agreement; provided that any claim for indemnification by Buyer under this clause (i) may be made no later than 18 months from and after the Closing Date, excepting only that any claim for misrepresentation or breach of warranty under Sections 3.6, 3.10(a), 3.18(a), 3.19 and 3.21 may be made no later than a date thirty days from and after the expiration of the period of the applicable statute of limitations; (ii) any failure of Seller to perform any covenant or agreement made or contained in this Agreement or fulfill any obligation in respect thereof; (iii) any Excluded Liabilities; (iv) any and all Benefit Liabilities in respect of Employees except, with respect to Transferred Employees, to the extent assumed by Buyer pursuant to Article VII; and (v) any product liability claim with respect to products manufactured by Seller and sold prior to the Closing. Seller shall not be required to indemnify Buyer Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described in clauses (i) and (v) above pursuant to this Section unless and until the aggregate amount of all claims against Seller exceeds $270,000 and then only to the extent such aggregate amount exceeds $270,000. Claims thereafter may be asserted regardless of amount. Seller's maximum liability to Buyer Indemnitees under clauses (i) and (v) of this Section shall not exceed $13,750,000.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.