Millennium’s Obligations Sample Clauses

Millennium’s Obligations. Millennium agrees to defend Genaissance and its Affiliates, at Millennium’s cost and expense, and will indemnify and hold Genaissance and its Affiliates and their respective directors, officers, employees and agents (the “Genaissance Indemnified Parties”) harmless from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (i) any breach by Millennium of any of its representations, confidentiality or intellectual property obligations, or warranties pursuant to this Agreement, or (ii) any personal injury resulting from the development, manufacture, use, sale or other disposition of any product or service offered by Millennium and/or its Affiliates and licensees to the extent such injury is alleged to be the result of the use by Millennium and/or its Affiliates and licensees of the HAP™ Technology. In the event of any such claim against the Genaissance Indemnified Parties by any Third Party, Genaissance shall promptly notify Millennium in writing of the claim and Millennium shall manage and control, at its sole expense, the defense of the claim and its settlement. The Genaissance Indemnified Parties shall cooperate with Millennium and may, at their option and expense, be represented in any such action or proceeding. Millennium shall not be liable for any litigation costs or expenses incurred by the Genaissance Indemnified Parties without Millennium’s prior written authorization. In addition, Millennium shall not be responsible for the indemnification of any Genaissance Indemnified Party arising from any negligent or intentional acts by such party, or any claims compromised or settled without its prior written consent.
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Millennium’s Obligations. The accounting and payment obligations set forth in this Article IX shall also apply to Millennium in the case of Gene Therapy Products and Diagnostic Products sold by Millennium, its Affiliates or sublicensees, upon which a royalty is due Lilly hereunder, and in which case all references to Lilly shall mean Millennium and all references to Millennium shall mean Lilly.
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Related to Millennium’s Obligations

  • TRANSNET’S OBLIGATIONS 8.1 Transnet undertakes to promptly comply with any reasonable request by the Supplier/Service Provider for information, including information concerning Transnet's operations and activities, that relates to the Goods/Services as may be necessary for the Supplier/Service Provider to provide the Goods/Services, but for no other purpose. However, Transnet's compliance with any request for information is subject to any internal security rules and requirements and subject to the observance by the Supplier/Service Provider of its confidentiality obligations under this Agreement. 8.2 The Supplier/Service Provider shall give Transnet reasonable notice of any information it requires. 8.3 Transnet agrees to provide the Supplier/Service Provider or its Personnel such access to and use of its facilities as is necessary to allow the Supplier/Service Provider to perform its obligations under this Agreement.

  • Developer’s Obligations 7.1.1 In consideration of the Rights hereby granted, the Developer shall pay to the Authority an annual fee of Rs. /- (Rupees only) (“Fee”) commencing from the 1st (first) anniversary of Appointed Date. The Fee is exclusive of GST and all other applicable taxes and shall be payable by the Developer at actual over and above the Fee. The Fee is payable to the Authority on or before 30 (thirty) days prior to the start of every year in advance as set out in Schedule 1 throughout the Agreement Period. During the Agreement Period the Fee shall be increased by 5% (five percent) every year over the previous year’s Fee on compounded basis. 7.1.2 The Developer should pay the Fee to the Authority notwithstanding the fact that, the development of Project Facilities is not completed within the specified period or Developer does not start the commercial operation of the Project. In other words, the Developer shall not be entitled to seek any reduction of Fee, claim, damages, compensation or any other consideration from the Authority on account of any reason. 7.1.3 Any delay in payment of the Fee shall attract an interest for the delayed period at the rate of SBI PLR plus 5% per annum on the outstanding amount, which shall be due from the date of such payment till the amount is realized by the Authority. In addition to the foregoing, any delay in payment of Fee beyond a period of 60 (sixty) days from the due date of such payment will be construed to be Material Breach under this Agreement.

  • Student’s Obligations The Student agrees:

  • Client’s Obligations 4.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company in all matters relating to the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

  • Licensors Obligations The Licensor shall [use all reasonable efforts] to deliver the Delivery Materials to the Licensee on or before the Delivery Date. “