By SGI Clause Samples

The "By SGI" clause designates actions, rights, or obligations that are specifically to be performed or fulfilled by SGI, the named party in the agreement. In practice, this clause may outline responsibilities such as providing services, delivering goods, or ensuring compliance with certain standards, all of which are assigned to SGI. Its core function is to clearly allocate duties to SGI, thereby reducing ambiguity and ensuring that all parties understand which obligations rest with this particular entity.
By SGI. SGI represents and warrants to Company as follows: (i) This Agreement has been duly executed and delivered by SGI and is the valid and binding obligation of SGI enforceable in accordance with its terms. No approval or consent of any foreign, federal, state, county, local, or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by SGI of this Agreement and the consummation and performance by SGI of the transactions contemplated hereby; and (ii) The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in a material breach or violation of or constitute (or with notice or lapse of time or both would constitute) a default under: [1] the Articles of Incorporation, any amendments to it, or the bylaws of SGI; [2] any instrument, contract, or other agreement to which SGI is a party or by or to which SGI or any of its assets or properties is bound or subject; or [3] any order, judgment, injunction, award, or decree of any court, arbitrator or governmental or regulatory body against or binding upon or applicable to SGI or upon the securities, properties, and businesses of SGI. (iii) As of the Effective Date, no action, suit, or proceeding is currently pending before any court or governmental or regulatory body claiming that the Background Technology infringes or misappropriates the intellectual property rights of any third party.
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By SGI. SGI, including any successor to SGI, shall, and shall obligate its Affiliates or its sublicensees, if any, to, indemnify and hold BMS and its Affiliates, and their respective directors, officers, employees and agents harmless from and against any and all liability, damage to or loss of property or injury to or death of any person or persons, costs and expenses (including reasonable attorney's fees) resulting from claims arising out of: (a) negligence, recklessness or wrongful intentional acts or omissions of SGI, its Affiliates or its sublicensees, if any, and their respective directors, officers, employees and agents, in connection with the use or development of any Licensed Technology; or (b) any warranty claims, Product recalls or any tort claims of personal injury (including death) or property damage relating to or arising out of the manufacture, use, distribution or sale of any Product or services by SGI, its Affiliates or its sublicensees, if any, due to any negligence, recklessness or wrongful intentional acts or omissions by, or strict liability of, SGI, its Affiliates or its sublicensees, if any, and their respective directors, officers, employees and agents.
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By SGI. Except for the obligations imposed by this Settlement Agreement, SGI, on behalf of itself and its past, present and future corporate parents, subsidiaries, affiliates, partners, predecessors, successors, licensees and assigns, and each of their past, present and future principals, partners, officers, directors, shareholders, representatives, employees, insurers, agents, attorneys, and each of their estates, heirs, executors, administrators, successors, licensees and assigns does hereby release, discharge, and forever acquit NEB and its past, present and future parents, subsidiaries, affiliates, partners, successors, licensees and assigns, and each of their past, present and future principals, partners, officers, directors, shareholders, representatives, employees, insurers, agents, attorneys, and each of their estates, successors, licensees and assigns from any and all liability, actions, causes of action, suits, rights, debts, claims and demands whatsoever, in law or equity, including, without limitation, claims for sanctions, costs, expenses, or attorneys' fees, whether known or unknown, that SGI ever had or now has arising out of events, conduct, or actions occurring from the beginning of time to the date of this Settlement Agreement. SGI covenants not to ▇▇▇ NEB for making, using, selling, or offering for sale the Royalty-Bearing Products as long as NEB is complying with all terms and conditions of this Settlement Agreement.
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By SGI. For each Unilateral Product that is researched, developed and/or Commercialized by SGI in accordance with this Agreement, SGI will indemnify, defend, and hold harmless Celera, its Affiliates and their respective directors, officers, employees and agents (“Celera Indemnitees”) from and against all Liabilities incurred as a result of any Claims relating to such Unilateral Product, but only to the extent such Claims result from [***]. The obligation to indemnify pursuant to Section 13.2(a)(i) will [***] of this Agreement. The indemnity obligations pursuant to Sections 13.2(a)(ii) through (iv) will [***].
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By SGI. Subject to the terms and conditions of this Agreement, SGI hereby grants to GCOR and its Affiliates a [***], license or sub-license under the SGI ADEPT Patents and Joint Technology, with the limited right to sublicense as permitted in Section 6.4, solely to Exploit Products within the Field.
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By SGI. SGI represents and warrants to Company as follows: (i) This Agreement has been duly executed and delivered by SGI and is the valid and binding obligation of SGI enforceable in accordance with its terms. No approval or consent of any foreign, federal, state, county, local, or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by SGI of this Agreement and the consummation and performance by SGI of the transactions contemplated hereby; and
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By SGI. SGI hereby agrees to defend, indemnify and hold harmless GSK and its Affiliates and their respective directors, officers, employees and agents (each a “GSK Indemnitee”) from and against any liabilities, losses, fines, penalties, damages, expenses (including reasonable attorney’s fees and expenses incurred in connection with the enforcement of this provision), to the extent based upon a Third Party Claim brought after the Effective Date of this Agreement against GSK Indemnitees, including but not limited to, any actions in contract (including breach of warranty) or tort (including negligence, strict liability or commercial torts) alleging: i. any breach of any of the representations and warranties of SGI contained in Section 15(a) hereof; ii. the gross negligence, recklessness or willful misconduct of SGI, its Affiliates or agents; or iii. any development or commercialization by SGI or its Affiliates or agents of any Reverted Products, including without limitation, any manufacture, storage, use, importation, sale, marketing, promotion or distribution of any Reverted Products. Items (i) through (iii) are hereinafter collectively referred to as a “GSK Loss.” SGI will have no obligation to indemnify GSK Indemnitees, to the extent that any GSK Loss is due to the negligence, recklessness, willful misconduct or otherwise caused by any GSK Indemnitee.
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Related to By SGI

  • 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 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.

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