By C&S Sample Clauses

The "By C&S" clause designates that certain actions, approvals, or decisions within a contract are to be carried out or authorized specifically by the parties identified as C&S. In practice, this means that whenever the contract refers to a requirement or discretion "by C&S," only those parties have the authority to act or make determinations in those instances, such as approving changes or providing consents. This clause ensures clarity regarding which party or parties hold specific rights or responsibilities, thereby preventing confusion or disputes over decision-making authority within the agreement.
By C&S. In the event any claim is brought by any third party against ▇▇▇ ▇▇▇▇▇▇, any of the ▇▇▇▇▇ & STEERS UIT(s), or any of ▇▇▇ ▇▇▇▇▇▇'▇ affiliates that relates to, arises out of or is based upon the performance by C&S of their respective obligations hereunder, or the failure of C&S to comply with any law, rule or regulation, ▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇ & STEERS UIT(s), or ▇▇▇ ▇▇▇▇▇▇'▇ affiliates, as the case may be, shall promptly notify C&S and C&S shall defend such claim at its expense and under its control. C&S shall indemnify and hold harmless ▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇ & STEERS UIT(s), and ▇▇▇ ▇▇▇▇▇▇'▇ affiliates against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorneys' fees) arising from or related to such claim, whether or not such claim is successful. ▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇ & STEERS UIT(s), or ▇▇▇ ▇▇▇▇▇▇'▇ affiliates, as the case may be, shall have the right, at their expense, to participate in the defense of such claim through counsel of their own choosing; provided, however, C&S shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, neither ▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇ & STEERS UIT(s), nor any of ▇▇▇ ▇▇▇▇▇▇'▇ affiliates shall be entitled to indemnification hereunder to the extent that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the negligence or willful misconduct of ▇▇▇ ▇▇▇▇▇▇, the ▇▇▇▇▇ & STEERS UIT(s), or ▇▇▇ ▇▇▇▇▇▇'▇ affiliates.
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By C&S. During the Term of this Agreement, C&S shall carry and maintain the following policies of insurance issued by recognized, reputable insurers reasonably acceptable to Tops, in forms satisfactory to Tops acting reasonably, and naming Tops as an additional insured on all policies except the Workers’ Compensation policy of insurance: (A) Comprehensive General Liability Insurance with limits of liability for each occurrence of no less than $*. Such policy shall include blanket contractual liability coverage and products/completed operations liability coverage. Products /completed operations coverage shall remain in effect for not less than two (2) years after expiration or earlier termination of this Agreement. (B) Automobile liability insurance in a combined value of $* for bodily injury, personal injury and property damage to any person, or persons. (C) Workers’ Compensation as required by state statute and Employers’ Liability coverage in a minimum amount of $* per accident/disease. Within * following a request, C&S shall provide to Tops certificates evidencing the insurance coverages required of C&S under this Section 8.1(d)(i), stating that that all policies of insurance evidenced therein may not be terminated, cancelled or modified except upon no less than thirty (30) days prior written notice to Tops, and reflecting Tops Markets LLC, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ as the certificate holder and additional insured. In addition, within * of a request, C&S shall * Confidential treatment has been requested and the redacted material has been filed separately with the Securities and Exchange Commission. deliver renewal certificates to Tops, and C&S will provide evidence that such coverage did not lapse.
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By C&S. In the event any claim is brought by any third party against Van Kampen, any of the COHEN & STEERS UIT(s), or any of Van Kampen's a▇▇▇▇▇▇▇▇▇ that relates ▇▇, ▇rises out of or is based upo▇ ▇▇▇ ▇▇▇▇▇▇mance by C&S of their respective obligations hereunder, or the failure of C&S to comply with any law, rule or regulation, Van Kampen, the COHEN & STEERS UIT(s), or Van Kampen's affiliates, as ▇▇▇ ▇▇▇▇ ▇ay be, ▇▇▇▇l promptly notify C&S ▇▇▇ ▇&▇ ▇▇▇ll defend such claim at its expense and under its control. C&S shall indemnify and hold harmless Van Kampen, the COHEN & STEERS UIT(s), and Van Kampen's affiliates aga▇▇▇▇ ▇▇▇ ▇udgmen▇, ▇▇ability, loss, cost or ▇▇▇▇▇▇ (▇▇▇luding litigation costs and reasonable attorneys' fees) arising from or related to such claim, whether or not such claim is successful. Van Kampen, the COHEN & STEERS UIT(s), or Van Kampen's affiliates, as ▇▇▇ ▇▇▇▇ ▇ay be, ▇▇▇▇l have the right, at ▇▇▇▇▇ ▇▇▇▇▇▇e, to participate in the defense of such claim through counsel of their own choosing; provided, however, C&S shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, neither Van Kampen, the COHEN & STEERS UIT(s), nor any of Van Kampen's affilia▇▇▇ ▇▇▇▇▇ be ent▇▇▇▇▇ to indemnification hereunder ▇▇ ▇▇▇ ▇▇▇▇nt that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the negligence or willful misconduct of Van Kampen, the COHEN & STEERS UIT(s), or Van Kampen's affiliates.
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Related to By C&S

  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product made available by Microsoft for a fee and used within the scope of the license granted under this Agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party. If Microsoft is unable to resolve a claim of misappropriation or infringement, it may, at its option, either (1) modify or replace the Product with a functional equivalent or (2) terminate Customer’s license and refund any license fees (less depreciation for perpetual licenses), including amounts paid in advance for unused consumption for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product after being notified to stop due to a third-party claim.

  • By Company To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the directors, if any, of such Holder, the officers, if any, of such Holder who sign the Registration Statement, each person, if any, who controls such Holder, any underwriter (as defined in the Securities Act) for the Holders and each person, if any, who controls any such underwriter within the meaning of the Securities Act or the Securities Act of 1934, as amended (the "1934 Act"), against any losses, claims, damages, expenses or liabilities (joint or several) to which any of them may become subject under the Securities Act, the 1934 Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstance in which they are made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act, any state securities law; and the Company will reimburse the Holders and each such underwriter or controlling person, promptly as such expenses are incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability action or proceeding; provided, however, that the indemnity agreement contained in this Section 6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it aries out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by the Holders or any such underwriter or controlling person, as the case may be. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders or any such underwriter or controlling person and shall survive the transfer of the Registrable Securities by Holders.

  • By Client Client agrees to indemnify, defend and hold Agency, its officers, directors, employees, agents, attorneys, subsidiaries, affiliated companies, parent companies, representatives, and successors and assigns, harmless from and against all Losses to the extent such Losses arise out of or are primarily related to (i) the negligent or wrongful acts, errors, or omissions of Client or its employees, agents affiliates, assigns or any creditor or prior account holder, or the employees or agents of any of them, in connection with this Agreement, including but not limited to errors or omissions in connection with information furnished by Client to Agency concerning a Referred Account, or (ii) any collection effort by Client or any other collection agency as to a Referred Account.

  • 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 You You may cancel this policy at any time by giving us written notice or returning the policy to us and stating when thereafter the cancellation is to be effective.