By Exasol Clause Samples

By Exasol. Exasol may terminate this Agreement and the license granted hereunder (in whole or in part, including with respect to any Term) by written notice to Customer, effective immediately, upon occurrence of any of the following events: 18.2.1 Customer breaches Section 3, 18.2.2 Customer defaults on payment as set forth in Section 6.5; and/or 18.2.3 as provided in Section 14.4.
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By Exasol. Exasol may terminate this Agreement and the license granted hereunder (in whole or in part, including with respect to any Term) by written notice to Customer, effective immediately, upon occurrence of any of the following events:
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By Exasol. Exasol will indemnify, hold harmless and defend Customer from and against all losses, including reasonable attorney’s fees, incurred by Customer resulting from a claim by a third party alleging that the Exasol Materials, used in accordance with the Agreement, infringe a third party’s UK or US intellectual property right. Exasol will not indemnify if the claim is attributable to: (a) use of the Exasol Materials outside the purpose, scope, or manner of use permitted by this MSA or inconsistent with the Documentation or contrary to ▇▇▇▇▇▇’s reasonable instructions; (b) modifications to the Exasol Materials or other than (i) by Exasol in connection with the Agreement or (ii) with (c) use of the Exasol Materials with any technology not provided or approved by Exasol, or with third−party services or technology where the infringement would not have occurred but for such combination; (d) Customer’s continued use of the Exasol Materials, or other allegedly infringing activity, after receiving notice of an alleged infringement or other violation of third party’s rights; (e) any Third−Party Components; (f) use of a version of the Software other than the most current version or failure to timely implement any maintenance release, modification, updated, or replacement of the Software made available by Exasol; (g) provision or use of Software under a Non−production License; (h) negligence or misuse of the Exasol Materials by Customer; (i) events or circumstances outside of Exasol’s commercially reasonable control (including any third−party hardware, software, or system bugs, defects, or malfunctions); or (j) claims or losses for which Customer is obligated to indemnify Exasol hereunder.
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By Exasol. Exasol will indemnify, hold harmless and defend Customer from and against all losses, including reasonable attorney’s fees, incurred by Customer resulting from a claim by a third party alleging that the Exasol Materials, used in accordance with the Agreement, infringe a third party’s UK intellectual property right. Exasol will not indemnify if the claim is attributable to: (a) use of the Exasol Materials outside the purpose, scope, or manner of use permitted by this MLSA or inconsistent with the Documentation or contrary to Exasol’s reasonable instructions; (b) modifications to the Exasol Materials or other than (i) by Exasol in connection with the Agreement or
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Related to By Exasol

  • By Executive Executive may terminate his employment at any time, for any reason, upon giving Notice of Termination.

  • By Either Party Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.

  • 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.

  • 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 Buyer At Closing, Buyer shall deliver to Seller the following: