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Governing Law | This Agreement is governed by the laws of the State of Texas, without regard to the conflict of laws provisions thereof. |
Governing Law | This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario. |
Governing Law | The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the law of the State of Israel, without giving effect to choice of law rules, and both Parties consent to jurisdiction by the courts of the City of Haifa. |
Governing Law | This Agreement shall be governed by the laws of the State of Iowa. |
Governing Law | This Agreement shall be governed by, and any dispute arising hereunder shall be determined in accordance with, the laws of State of New York (without giving effect to conflict of laws principles) including all matters of construction, validity and performance. |
Governing Law | This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any conflict or choice-of-law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. |
Governing Law | This Agreement will be governed by and construed in accordance with the laws of the State of New York, notwithstanding the actual state or country of residence or incorporation of Excite or Client. |
Governing Law | This Agreement shall be governed by, and construed in accordance with the laws of Spain. |
Governing Law | This Agreement and all Actions (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof or thereof shall be governed by and construed in accordance with the Law of the State of Delaware, without regard to any Laws or principles thereof that would result in the application of the Laws of any other jurisdiction. |
Governing Law | This Agreement shall be ------------------------------------- governed by and construed in accordance with the substantive laws of the State of North Carolina. |
Governing Law | This Agreement and the transactions contemplated herein shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA and disputes, if not resolved by the Parties, will be settled by binding arbitration in and under the rules of arbitration in London, England. |
Governing Law | This Agreement, after review by Developer and El Pollo Loco, was accepted in the state in which Franchisor’s then-current headquarters (currently the State of California) is located and shall be governed by and construed in accordance with the laws of such state, except that the provisions in Section 20.1 covering competition following the expiration, termination or assignment of this Agreement shall be governed by the laws of the state in which the breach occurs. |
Governing Law | This Agreement shall be governed by laws of the Province of Ontario and the federal laws of Canada applicable therein. |
Governing Law | This Agreement shall be governed by the laws of the province of Ontario, Canada, without regard to its conflict of laws principles. |
Governing Law | This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. |
Governing Law | Regardless of the place of execution hereof, this Agreement, all amendments hereto, and any and all issues or controversies arising here from or related hereto, shall be governed by and construed exclusively in accordance with the laws and decisions of the State of Michigan. |
Governing Law | By this Agreement the Members enter into a joint venture (the “Venture”) in accordance with the laws of the State of Florida. |
Governing Law | This Agreement shall be governed by and construed in accordance with the substantive Laws of the [* * *], excluding any rules of conflicts of laws that would apply the substantive laws of any other jurisdiction. |
Governing Law | This Agreement and the performance of <omitted> the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of California, U.S.A., except that body of law concerning conflicts of laws. |
Governing Law | This Agreement shall be governed by and interpreted under and in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. |
Governing Law | This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of laws principles. |
Governing Law | The validity, construction, and performance of this Agreement shall be governed by and interpreted in accordance with the laws of the People's Republic of China. |
Governing Law | This Letter of Authorization will be governed by and construed in accordance with the laws of California, excluding its conflict of laws provisions, and be subject to the non-exclusive jurisdiction of the California courts. |
Governing Law | This AGREEMENT shall be governed by and construed under the Laws of the Republic of South Africa. |
Governing Law | This Agreement shall be governed by, and its provisions enforced in accordance with, the laws of California without regard to its principles of conflicts of laws. |
Governing Law | This Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the [***] applicable to agreements made and to be performed entirely in such state, including its statutes of limitation but without giving effect to the conflict of law principles thereof. |
Governing Law | This Agreement shad be deemed a contract made under and shall be construed in accordance with and governed by the laws ofthe State ofTexas and that actions arising out ofthis Agreement may be litigated in courts having situs in Harris County, Texas. |
Governing Law | This Agreement is to be governed by and construed in accordance with the Laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. |
Governing Law | It will be governed by the law of the People’s Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. |
Governing Law | Should either Party herein initiate a legal proceeding for revoking any arbitration result regarding the Contract, both Parties herein agree to take the Miaoli District Court of Taiwan as the competent court of first instance pursuant to the laws of the R.O.C.. |
Governing Law | This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without reference to the conflicts of laws principles thereunder. |
Governing Law | This Agreement shall be governed by the laws of the State of California, USA, excluding conflict of laws provisions and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods. |
Governing Law | This Agreement will be governed by and construed in accordance with the laws of the State of California, notwithstanding the actual state or country of residence or incorporation of NetGrocer. |
Insurance | MusclePharm shall be responsible to pay the deductible under any such insurance policies with respect to any claims made under such policies. |
Insurance | If any such insurance is on a “claims made” basis, XSPA shall maintain coverage thereunder for a period of at least two (2) years following the termination of this Agreement. |
Insurance | Schoolpop shall, during the term of this Agreement, at its own cost and expense, procure with sound and reputable insurers, the following insurance coverage's: (i) Workers' Compensation Insurance in an amount not less than the statutory limits for the state(s), country or province in where the services are to be performed; (ii) Employer's Liability Insurance not less than (a) $100,000 per occurrence, and not less than $100,000 aggregate limit of liability per policy year for disease, including death at any time resulting therefrom, not caused by accident or (b) such amount as required by law, whichever is higher; (iii) Comprehensive General Liability Insurance, including blanket extended coverage against all hazards, including personal injury and death resulting therefrom, for not less than $1,000,000 per occurrence, and not less than $2,000,000 aggregate; (iv) Automobile Liability insurance against liability arising from the maintenance or use of all owned, non-owned and hired automobiles and trucks used to provide services, with (a) a minimum limit of liability for bodily injury of $1,000,000 in the aggregate, and with a minimum limit of liability for property damage of $500,000 per accident, or (b) amount as required by law, whichever is higher; and (v) fidelity or crime policy of not less than $3,000,000 in the aggregate against misappropriation and/or destruction of Cards. |
Insurance | The Parties shall provide written proof of such insurance to each other upon request. |
Insurance | Clinical Trials Liability: [***] dollars ($[***]) per occurrence. |
Insurance | In addition, from time to time during the Term, each Party shall increase their levels of insurance coverage if reasonably deemed prudent by such Party in light of the overall products supplied and/or activities performed under this Agreement. |
Insurance | Any other insurance coverage that is required by federal, state, or municipal law. |
Insurance |
(iv) Where allowed by Applicable Law, Customer and its Affiliates shall be provided a waiver of subrogation, except for losses due to the sole negligence of Manufacturer. |
Insurance | The Dolphins shall, at its own expense, maintain in effect throughout the term of this Agreement, comprehensive general liability insurance policies with carriers of recognized standing, with limits of liability of at least One Million Dollars ($1,000,000), governing any and all property damage and person injury (including death) arising out of activities covered by this Agreement. Hydron shall, at its own expense, maintain in effect throughout the term of this Agreement, comprehensive general liability insurance policies with carriers of recognized standing, with limits of liability of at least One Million Dollars ($1,000,000), covering any and all property damage and personal injury (including death) arising out of activities covered by this |
Insurance | KI, Inc. shall be entitled to a copy of the then prevailing certificate of insurance, which shall be furnished KI, Inc. by Diplomat. |
Insurance | HERC shall provide for ten (10) days notice to THC and HSI in the event of any modification, cancellation or termination. |
Insurance | Carrier shall, at its sole cost and expense, procure and maintain liability insurance with a reputable and financially responsible insurance carrier or carriers properly insuring Carrier against liability and claims for injuries to persons (including injuries resulting in death) and for damage to property in amounts not less than the Minimum Levels of Financial Responsibility for Motor Carriers prescribed by the U. S. Department of Transportation (49 CFR (S)387 et seq.). |
Insurance | Agent or its successors shall maintain during the term of this Agreement and while it is still responsible for its Book of Business: i.All required workers' compensation or similar insurance; ii.Comprehensive general liability insurance. |
Insurance | Upon Distributor's written request, NETGEAR will furnish the applicable certificate of insurance. |
Insurance | The BSP will provide documentary evidence to Datec that such insurance is in place for the term of the agreement. |
Insurance | Workers’ Compensation insurance with benefits afforded under the laws of any state in which the Work is to be performed and Employers Liability insurance with limits of at least: |
Insurance | You shall procure and maintain in full force and effect during the term of this Agreement, at Your expense, insurance policies written by an insurance company satisfactory to AIRSOPURE in accordance with standards and specifications set forth in the Operations Manual or otherwise by AIRSOPURE in writing. Such policies shall name AIRSOPURE as an additional insured and shall include, at a minimum: |
Insurance | Umbrella/Excess Liability with limits of not less than $5,000,000 in excess of all the above-referenced Commercial General Liability, Employer’s Liability and Business Auto Liability, except the following Subcontractor classifications will have limits of not less than the following: HVAC $2,000,000, Landscaping and Fencing $1,000,000. Such Umbrella/Excess Liability policies shall follow form to the terms and conditions of the underlying coverages and shall include a drop down feature in the event any underlying limits are exhausted. |
Insurance | insurance program that is approved by Sekisui. Qualigen shall provide Sekisui, upon request, with written evidence of the Insurance, including where it is provided through qualified self-insurance. |
Insurance | Any proposed change in certificates of insurance shall be submitted to KI, Inc. for its prior approval. |
Insurance | Without prejudice to any term and condition under this Agreement, the Company shall maintain in force, at all times during the Term and [*****], at its own costs and expenses, with insurers of internationally recognized <omitted> reputation reasonably acceptable to the Repairer, insurances in accordance with industry standards with respect to the undertakings of the Company in Clause 15 (“Liability and Indemnity”) of this Agreement including |
Insurance | Each Party agrees to obtain and maintain, during the Term and for five (5) years after the Term, commercial general liability insurance, including products liability insurance, with minimum “A-” AM Best rated insurance carriers, in each case with limits of not less than five million dollars ($5,000,000) per occurrence and in the aggregate |
Insurance | On or prior to the date of this Agreement or TF’s election to the Board of Directors at the Annual Meeting, as applicable, the Company shall have (x) nominated TF for election to the Board of Directors at the Annual Meeting, (y) entered into an Indemnification Agreement with TF as the Director Designee and (z) taken all necessary action for TF to be covered by the Company’s existing directors’ liability insurance policy. |
Insurance | MMI shall at its own expense obtain and maintain with an insurer adequate insurance coverage in respect of any Dragon Systems property under the care, custody or control of MMI. |
Insurance | Each party will, at the other party’s request, provide to the other party a certificate of insurance evidencing the foregoing insurance coverage. |
Insurance | In the event of a claim under any such policies, Merchant shall be responsible for the payment of all deductibles, retentions or self- insured amounts thereunder (which may be reimbursed as an Expense and/or pursuant to the Wind-Down Payment, subject to the Wind-Down Budget and the Wind-Down Cap), unless it is determined that liability arose by reason of the willful misconduct or grossly negligent acts or omissions of Purchaser, or Purchaser’s employees, independent contractors or agents. |
Insurance | (ii) require each Subcontractor who may perform Work under this Agreement or enter upon any Cell Site to maintain coverages, requirements, and limits at least as broad as those listed in this Section, when prorated for the value of the Work to be performed by such Subcontractor from the time when the Subcontractor begins Work, throughout the term of the Subcontractor’s Work and, with respect to any coverage maintained on a “claims made” policy, if any, for two (2) years thereafter; |
Insurance | Such notice shall include written confirmation and details of replacement insurance coverages and other material revisions to the policies, which shall be effective immediately upon any cancellation or material change in EFS’  policies in order that no gap in coverage results. |
Insurance | 2. Fidelity Insurance covering employee dishonesty with respect to all aspects of the Services, in an amount not less than ten million dollars ($10,000,000). |
Insurance | Participation in all insurance schemes from time to time is subject to: (a) the terms of the relevant insurance scheme, as amended from time to time; (b) the rules or the insurance policy of the relevant insurance provider, or WPP Healthcare Trust as amended from time to time; and (c) the Executive (and where relevant any other potential beneficiary) satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Company considers reasonable. |
Insurance | Developer also shall carry such worker's compensation insurance as may be required by applicable law. |
Insurance | Automobile and Truck Liability Insurance: $2,000,000 combined single limit for bodily injury and property damage arising out of all owned, non- owned and hired vehicles, including coverage for all automotive and truck equipment used in the performance of this Agreement and including the loading and unloading of same. |
Insurance | Each Party, at its own expense, shall maintain comprehensive general liability, product liability and other appropriate insurance for the activities such Party undertakes pursuant to this Agreement, from reputable and financially secure insurance carriers in a form and at levels consistent with sound business practice and adequate in light of its obligations under this Agreement. |
Insurance | Commercial General Liability Insurance with a minimum combined single limit of liability of $1,000,000 per occurrence and $2,000,000 aggregate for bodily Injury, death, property damage and personal injury, and specifically covering infringement of Intellectual Property Rights. This policy shall include products/completed operations coverage and shall also include contractual liability coverage. |
Insurance | (ii) the insurance required under this Agreement does not represent that coverage and limits will necessarily be adequate to protect Vendor, nor shall it be deemed as a limitation on Vendor’s liability to AT&T in this Agreement; |
Insurance | Each Party shall maintain, through self-insurance or commercially-placed insurance, adequate commercial general liability and products liability insurance, including contractual liability coverage, necessary to satisfy its obligations hereunder and consistent with pharmaceutical and <omitted> diagnostic industry practices. |
Insurance | (ii) Racing Owners’ Sponsors (Spectators) Legal Liability including Participant Legal Liability—$5,000,000 each occurrence. |
Insurance | Upon JHU’s request, Company will furnish JHU with a Certificate of Insurance of each product liability insurance policy obtained. |
Insurance | To the fullest extent allowable by Law, the policy must include a waiver of subrogation in favor of AT&T, its Affiliates, and their directors, officers and employees. I |
Insurance | All insurance carriers shall have a minimum of “A-” A.M. Best rating. |
Insurance | The insurance required under this Section 11 shall be written for not less than any limits of liability specified herein or as required by applicable Law, whichever is greater. |
Insurance | The Parties agree that: |
Insurance | Buyer shall obtain comprehensive general liability coverage, including contractual liability coverage, naming Seller as an additional named insured, in amounts sufficient to fully protect Seller under this Agreement from loss, damage or casualty caused by Buyer or incurred by Seller under this Agreement. |
Insurance | From and after the date of this Agreement, all such policies will also name Purchaser as an additional named insured or loss payee, as applicable (as its interest may appear). |
Insurance | Each Party will obtain and carry in full force and effect the minimum insurance requirements set forth below. |
Insurance | Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance. |
Insurance | Combined single limit for bodily and property damage of not less than $1,000,000 for each occurrence and $2,000,000 annual aggregate providing: ‚óè Assault and Battery coverage, ‚óè Broad form property damage coverage, ‚óè Broad form contractual liability coverage, ‚óè Products and completed operations coverage, and ‚óè Personal and advertising injury coverage. |
Insurance | Franchisee agrees to carry at its expense during the Term of this Agreement Comprehensive General Liability insurance, including Products Liability and Broad Form Contractual Liability, in an amount which is at all times the local equivalent of not less than One Million U.S. Dollars (U.S. $1,000,000.00) per occurrence for bodily injury and Five Hundred Thousand U.S. Dollars (U.S. $500,000.00) per occurrence for property damage, or in such increased amounts as BKC may reasonably request from time to time during the Term of this Agreement. |
Insurance | An insuring Party must deliver the following written evidence of the required insurance coverage to the other Party (Attention: Risk Management), or its designated insurance monitoring service, within ten (10) of written request and at least thirty (30) days in advance of the expiration of a then current policy term (if a declaration or endorsement is not available from an insurer at the time requested or required, an insuring Party will provide them as soon as the declaration or endorsement is available from the insurer): i. Certificate of insurance confirming that the required insurance coverage and minimal limits are met for the extended, renewed or replacement policy term. ii. Declaration pages of insurance policy (or a copy of the binder until the declaration pages are available) confirming that the required insurance coverage and minimal limits are met for the extended, renewed or replacement policy term. iii. Copies of additional insured endorsements required for applicable policies in the name and for the benefit of: “[NAME OF OTHER PARTY], its parent, subsidiaries and affiliates; any lessors of the foregoing and any mortgagees, deed of trust beneficiaries and secured creditors of such lessors; and any successors and assignees of all of the foregoing.” iv. Copies of alternate employer endorsements and waiver of subrogation endorsements required for applicable policies in the name and for the benefit of: ““[NAME OF OTHER PARTY], its parent, subsidiaries and affiliates; any lessors of the foregoing and any mortgagees, deed of trust beneficiaries and secured creditors of such lessors; and any successors and assignees of all of the foregoing.” |
Insurance | Supplier shall maintain insurance with an insurance company with an equivalent of an A.M. Best rating of “A” or better, of the following kinds and in the following amounts during the term of this Agreement: 7.5 7.5.1 Comprehensive General Liability (CGL) Insurance with limits of not less than [***] each occurrence and [***] in the aggregate, including Contractual, Completed-Operations and <omitted> Product-Liability Coverage’s with limits of not less than [***] for each occurrence, covering both bodily injury and property damage liability. 7.5.2 Umbrella/Excess Liability with limits of not less than [***]. 7.5.3 Workers' Compensation Coverage plus Occupational Disease Insurance if Occupational Disease coverage is required by the laws of the state where the Facility is located or work is to be performed. Employers Liability $500,000 each accident 7.5.4 Auto Liability $1,000,000 combined single limit. |
Insurance | The Agency shall provide MICOA a copy of each policy; doing so on a regular and current basis shall be a precondition to all of Agency's rights under this Agreement, including but not limited to the payment of all earned commissions. |
Insurance | Should you, for any reason, fail to procure or maintain the insurance required by this Agreement, as such requirements may be revised from time to time by us in writing, we shall have the right and authority (without, however, any obligation to do so) immediately to procure such insurance and to charge same to you, which charges shall be payable by you immediately upon notice together with a ten percent (10%) administrative fee. |
Insurance | Property insurance providing coverage for direct physical loss or damage to real and personal property for all risk perils, including the perils of flood and earthquake. |
Insurance | Manufacturer shall furnish to Customer certificates of insurance (electronic is acceptable), evidencing the required insurance coverage, upon execution of this Agreement and annually, thereafter. |
Insurance | The Company shall have the right at its sole discretion to alter the cover provided or any term of any insurance scheme or to cease to provide (without replacement) any insurance scheme or cover at any time. |
Insurance | All policies shall be endorsed to provide a Waiver of Subrogation in favor of SDBF. |
Insurance | (iii) Vendor may meet the required insurance coverages and limits below with any combination of primary and Umbrella/Excess liability insurance; and |
Insurance | Coverage must be maintained for as long as required by Applicable Law in each country after release of the last Subject from the Clinical Trials or where there is no legal requirement at least [***] after the termination of this Agreement. |
Insurance | Agent shall maintain, at Agent’s cost (as an Expense) and in such amounts as Agent currently has in effect, commercial general liability policies covering injuries to persons and property in or in connection with Agent’s agency at the Stores and shall cause Merchant to be named as an additional insured with respect to such policies. |
Insurance | In addition to your obligations under Section 15.7 above, on the first anniversary of the Effective Date, and on each subsequent anniversary of the Effective Date, <omitted> you agree to provide us with proof of insurance evidencing the proper coverage with limits not less than those required under this Agreement, in such form as we may reasonably require. |
Insurance | The insurance policies required herein shall: (a) name us as an additional named insured and contain a waiver of all subrogation rights against us, our affiliates, and our and their successors and assigns; (b) provide for thirty (30) days’ prior written notice to us of any material modification, cancellation, or expiration of such policy; (c) provide that the coverage applies separately to each insured against whom a claim is brought as though a separate policy had been issued to each insured; (d) contain no provision which in any way limits or reduces coverage for you in the event of a claim by any one or more of the parties indemnified under this Agreement; (e) be primary to and without right of contribution from any other insurance purchased by the parties indemnified under this Agreement; and (f) extend to and provide indemnity for all obligations assumed by you hereunder and all other items for which you are required to indemnify us under this Agreement. |
Insurance | You agree to deliver to us prior to opening and periodically at any time upon our request, proper certificate evidencing the existence of the insurance coverage which names us as a named insured. |
IP Ownership Assignment | If MacroGenics terminates this Agreement pursuant to Section 16.2, 16.4, or pursuant to Section 16.5 for cause based on material breach by Green Cross: <omitted> |
IP Ownership Assignment | As between the Parties, Microgenics shall own all right, title and interest in and to any Trademarks developed by or for Microgenics for use in connection with the Assay. |
IP Ownership Assignment | Consultant agrees to disclose in writing to the Company all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, technical and business plans, specifications, hardware, circuits, computer languages, computer programs, databases, user interfaces, encoding techniques, and other materials or innovations of any kind that Consultant may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with performing Services or that result from or that are related to such Services, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, “Innovations”). (ii) Ownership of Innovations |
IP Ownership Assignment | In addition, the member of the Parent Group retaining such Delayed SpinCo IP Asset or such Delayed SpinCo IP Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the SpinCo Group to whom such Delayed SpinCo IP Asset is to be transferred or assigned, or which will assume such Delayed SpinCo IP Liability, as the case may be, in order to place such member of the SpinCo Group in a substantially similar position as if such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, as the case may be, including use, non- abandonment, avoidance from contribution to the public domain, risk of loss, potential for gain, and dominion, control and command over such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time to the SpinCo Group. |
IP Ownership Assignment | All such works based upon the Trademarks and/or Name and Appearance Rights shall be prepared by an employee-for- hire of MusclePharm (under MusclePharms’s sole supervision, responsibility, and monetary obligation) or as a work-for-hire by a third party who assigns to the AS Parties in writing and in perpetuity throughout the universe all right, title, and interest in the same provided however, nothing herein shall preclude MusclePharm from using any of the intellectual property to be retained by MusclePharm contemplated pursuant to Section 9(f) of this Agreement after the termination of this Agreement. |
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