By Host Sample Clauses

The "By Host" clause defines the rights and responsibilities of the host party in a contractual arrangement, typically regarding actions or decisions that the host may take. In practice, this clause might specify the host's authority to make changes to the event, venue, or schedule, or to enforce certain rules for guests or participants. Its core function is to clarify the scope of the host's control and decision-making power, thereby preventing disputes and ensuring all parties understand the host's role and limitations.
By Host. Host may shut down, or otherwise disconnect and/or de-energize, the System as Host deems necessary to maintain, repair, replace, remove or inspect the Site or the Building as part of Host's regular scheduled maintenance or if a malfunction or emergency situation arises involving the Building, the Site or the System, as described in Section 6.2(d) (each, a “Host Outage”) at the Site for each calendar year during the Term, during which period Host shall not be obligated to accept or pay for, and Seller shall not be obligated to deliver, Energy; provided, however, that Host shall, except in emergency situations, notify Seller in writing of each such Host Outage at least forty-eight (48) hours in advance of the commencement of such Host Outage. Host shall seek to minimize the occurrence and duration of any such curtailment, interruption or reduction as much as practicable, consistent with prudent safety and operating standards and requirements.
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By Host. In addition to any other remedies available to Client at law, in equity or otherwise, Host agrees to indemnify, hold harmless and defend Client and its directors, officers, employees and agents from and against any debts, liabilities, settlements, costs, damages and losses, however designated (including reasonable costs and expenses and reasonable attorneys' fees) arising from or related to any claim brought by any unaffiliated third party arising from the infringement or misappropriation known to Host of the intellectual property rights of any third party by the use of any materials by Host in performing hereunder, including any third party software or other materials provided by Host hereunder in connection with the Customer Services or Hosting Services, but excluding materials provided by Client. Host agrees that Client shall have the right to participate in the defense of any such claim through counsel of its own choosing.
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By Host. Host agrees to indemnify, hold harmless and defend Client and its directors, officers, employees and agents from and against any action, claim, demand or liability, including reasonable attorneys fees and costs, arising from or relating to: (i) Hosts actual or threatened breach of any provision of Sections 3 and/or 6(a) of this Agreement; (ii) any gross negligence or willful misconduct of Host; or
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By Host. Each certificate shall include no fewer than (30) thirty-day advance written notice to the Host prior to cancellation, termination, or material alteration of said policies or insurance. FPL shall be responsible for assuring that the insurance certificates required by this section remain in full force and effect for the duration of this Agreement, including any amendments, extensions, or renewals entered into by the Parties. Each policy certificate shall be endorsed with a provision that no fewer than thirty (30) calendar days’ written notice shall be provided to the Host before any policy or coverage is cancelled or restricted. Except with respect to Worker’s Compensation Insurance, Host is to be specifically included as an Additional Insured for the liability of the Host resulting from work performed by or services provided by or on behalf of FPL in performance of this Agreement. FPL’s insurance, including that applicable to the Host as an Additional Insured, shall apply on a primary basis and any other insurance maintained by the Host shall be in excess of and shall not contribute to FPL’s insurance. FPL’s insurance shall contain a severability of interest provision providing that, except with respect to the total limits of liability, the insurance shall apply to each Insured or Additional Insured (for applicable policies) in the same manner as if separate policies had been issued to each.
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By Host. Host agrees to indemnify, hold harmless and defend Client and its directors, officers, employees and agents from and against any debts, liabilities, settlements, costs, damages and losses, however designated (including reasonable costs and expenses and reasonable attorneys' fees) arising from or related to any claim brought by any unaffiliated third party: (i) arising from or related to Host's actual or threatened breach of this Agreement; (ii) regarding any gross negligence or willful misconduct of Host; or (iii) regarding any allegation that any materials used by Host in performing hereunder, including any third party software or other materials provided by Host hereunder in connection with the Hosting Services, infringe or misappropriate the intellectual property rights or similar rights of any third party. Host agrees that Client shall have the right to participate in the defense of any such claim through counsel of its own choosing.
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Related to By Host

  • 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 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.

  • Procurement of Recovered Materials In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired

  • Public Posting of Approved Users’ Research Use Statement The PI agrees that information about themselves and the approved research use will be posted publicly on the dbGaP website. The information includes the PI’s name and Requester, project name, Research Use Statement, and a Non-Technical Summary of the Research Use Statement. In addition, and if applicable, this information may include the Cloud Computing Use Statement and name of the CSP or PCS. Citations of publications resulting from the use of controlled-access datasets obtained through this DAR may also be posted on the dbGaP website.

  • By Licensor Licensor will indemnify and hold harmless Licensee, and its respective members, managers, directors, officers, shareholders, employees, agents, representatives and Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement, including any Losses resulting from any claim of infringement or misappropriation relating to Licensee's authorized use of the Trademarks, but excluding any Losses resulting from the use of any Trademark in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI (or its Affiliates) as of the Funding Date, whether or not such information formed the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity and amount of the claims and Licensor will have the burden or proof in establishing any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge of the requisite facts.