By FiveCom Clause Samples

By FiveCom. FiveCom shall indemnify, defend and save harmless ▇▇▇▇ Com, its Affiliates, officers, directors and employees ("▇▇▇▇ Com Indemnified Parties"), from and against any and all actions, charges, claims, damages, expenses, fines, penalties and liabilities whatsoever actually incurred by the ▇▇▇▇ Com Indemnified Parties arising from, or out of, or in connection with any of the following: (a) The loss of life, personal injury, or damage to physical property caused by the act or omission of FiveCom, its Affiliates or their respective employees, agents, contractors, or any other person acting by or through, or with the knowledge and approval of Five Com, except to the extent caused by the negligence or willful misconduct of ▇▇▇▇ Com, its Affiliates, employees, agents, contractors or any other person acting by or through, or with the knowledge and approval of ▇▇▇▇ Com; (b) The violation of federal, state or local law, regulation or ordinance applicable to the Cable, Cable Accessories, Structures, FiveCom Fibers, and FiveCom's use thereof, by FiveCom, its Affiliates or their respective employees, agents, contractors, or any other person acting by or through, or with the knowledge and approval of FiveCom, except to the extent caused by the negligence or willful misconduct of ▇▇▇▇ Com, its Affiliates, employees, agents, contractors or any other person acting by or through, or with the knowledge and approval of ▇▇▇▇ Com; and (c) Any storage, use, spill, discharge or release to the environment of any oil or hazardous materials or wastes, as those terms are defined by applicable federal or state law from time to time, in or upon any property adjacent to the FiveCom Fibers or the Structures by FiveCom, its Affiliates, or their respective employees, agents, contractors, or any other person acting by or through, or with the knowledge and approval of FiveCom, except to the extent caused by the negligence or willful misconduct of ▇▇▇▇ Com, its Affiliates, employees, agents, contractors or any other person acting by or through, or with the knowledge and approval of ▇▇▇▇ Com.
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By FiveCom. A breach by FiveCom of any of its representations, covenants or obligations under this Agreement which is not cured as provided herein shall constitute a Default by FiveCom. FiveCom shall not be in Default unless and until BecoCom shall have given FiveCom written notice of such breach and FiveCom shall have failed to cure the same within [**] after receipt of such notice; provided, however, that the foregoing notice and cure requirement shall not apply to FiveCom's obligation to make payments in a timely manner as provided under Sections 8.2(e) and 8.4 hereof. Where any breach, other than a breach of Section 8.2(e) and 8.4, cannot reasonably be cured within such [**], if FiveCom shall proceed promptly to cure the same and prosecute such curing with due diligence, the time for curing such breach shall be extended for such period of time as may be necessary to complete such curing. Upon the failure by FiveCom to timely cure any such breach after notice thereof from BecoCom, BecoCom shall have the right, in its sole discretion, to take such action as it may determine to be necessary to cure the breach, or to terminate this Agreement upon written notice to FiveCom. The Parties intend that the notice and cure provisions of this Section 21.1 apply only to the extent specific notice and cure provisions are not provided elsewhere in this Agreement.
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By FiveCom. FiveCom represents and warrants to TCG that it has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by FiveCom have been duly and validly authorized by all necessary corporate action on the part of FiveCom.
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By FiveCom. FiveCom shall not be in default under this Agreement or in breach of any provision hereof unless and until TCG shall have given FiveCom written notice of such breach and FiveCom shall have failed to cure the same within
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By FiveCom. Except as provided in this Section 20.2, FiveCom shall not assign or otherwise transfer this Agreement, in whole or in part, to any other party without the prior written consent of TCG, which consent shall not be unreasonably withheld or delayed. It is expressly understood that TCG shall not consent to any such assignment if TCG has reasonably determined that the proposed assignee lacks appropriate financial viability and technical capabilities suitable for providing maintenance and repair of the TCG Fibers and is incapable of performing FiveCom's obligations under this Agreement to TCG's satisfaction. Notwithstanding the foregoing provisions of this Section 20.2, FiveCom shall have the right without TCG 's consent, to assign or otherwise transfer this Agreement to any parent, subsidiary or affiliate of FiveCom which shall control, be under the control of or be under common control with FiveCom, or any corporation which purchases all or substantially all of the assets of FiveCom. Any assignee or transferee shall continue to perform the FiveCom obligations to TCG under the terms of this Agreement.
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