Assumption of Obligations and Indemnification Sample Clauses

Assumption of Obligations and Indemnification. 10.1 Pannonian's Assumption of Liabilities and Obligations. Upon Closing, Gasco shall cause Pannonian to assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations attributed to the Property and the period of time after the Effective Time (collectively, the "Assumed Liabilities"). Shama Zoe shall be responsible only for claims, costs, expenses, liabilities and obligations accruing or relating to the Property and period of time prior to the Effective Time (collectively, the "Retained Liabilities").
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Assumption of Obligations and Indemnification. Unless otherwise expressly provided in this Assignment, each capitalized term used herein shall have the meaning given to it as follows:
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Assumption of Obligations and Indemnification. Assignee hereby assumes --------------------------------------------- all of the liabilities and all obligations, debts, costs, expenses, liens, encumbrances, demands, claims, actions, losses and damages of any kind whatsoever arising under or affecting the Contracts or related to the ownership, construction and operation of the Pipeline, whether accruing before or after the date hereof. Assignee hereby agrees to indemnify and hold Assignor harmless from and against all claims, liabilities, costs, expenses, and causes of action arising out of, related to or affecting the Contracts or related to the ownership, construction and operation of the Pipeline, whether accruing before or after the date hereof. EXECUTED this ________ day of __________, 1996. MICHIGAN PRODUCTION COMPANY, L.L.C. By: XXXXXXX X. XXXXX, MANAGER and By: XXXXXX X. XXXXXX, MANAGER WEST SHORE PROCESSING COMPANY, LLC By: MarkWest Michigan, LLC, its manager By: MarkWest Hydrocarbon Partners, Ltd., its manager By: MWHC Holding, Inc., its general partner By: ____________________________ THE STATE OF _________) COUNTY OF ____________) The foregoing instrument was acknowledged before me this _______ day of ________, 1996,BY ____________________, the ___________Manager of MICHIGAN ENERGY COMPANY, L.L.C. Witness my Hand and Official Seal. My Commission expires: _________________ Notary Public THE STATE OF _________) COUNTY OF ____________) The foregoing instrument was acknowledged before me this _________ day of _______, 1996, by _________________, the ____________Manager of MARKWEST MICHIGAN, LLC. Witness my Hand and Official Seal. My Commission expires: Notary Public
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Assumption of Obligations and Indemnification. From the date of this Agreement until the expiry or due exercise thereof, BMG and BMG USA will jointly and severally assume all of the obligations of GAM under the Joint Venture Agreement and agrees to perform all of the obligations of GAM thereunder and pay timely all monies due thereunder on behalf of GAM, provided that GAM shall have the right to an observer on the Management Committee and the right to reject proposed Programs and Budgets, as defined in the Joint Venture Agreement, which are not fully funded in advance by BMG or BMG USA, as the case may be. BMG and BMG USA will jointly and severally indemnify and hold harmless GAM from any costs, damages, or liabilities of whatsoever kind and nature during the term of this Agreement resulting from any failure of BMG or BMG USA to comply with the assumed obligations under the Joint Venture Agreement. During the currency of this Agreement, BMG and BMG USA shall provide GAM with copies of all reports and other correspondence in connection with the Joint Venture Agreement.
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Assumption of Obligations and Indemnification. 18 Section 11.1 Buyer’s Assumption of Liabilities and Obligations ............................. 18 Section 11.2 Indemnification ....................................................................................... 18 Section 11.3 Survival .................................................................................................... 19 Section 11.4 Procedure ................................................................................................. 19 Section 11.5 No Insurance; Subrogation .................................................................... 20 Section 11.6 Reservation as to Non-Parties ................................................................ 20 Section 11.7
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Assumption of Obligations and Indemnification. Unless otherwise expressly provided in this Agreement, each capitalized term used herein shall have the meaning given to it as follows:
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Assumption of Obligations and Indemnification. From and after the Closing, Buyer assumes and agrees to timely pay and perform, and to indemnify and hold Seller harmless from and against, Buyer's proportionate share of all duties, obligations, and liabilities relating to the ownership, use or operation of the Assets after the Effective Time, including, without limitation, (i) express or implied covenants and obligations relating to the Assets provided for in any agreements affecting the Assets; and (ii) expenses and costs of plugging and abandoning wellx xxx the restoration of well or operation sites located on lands included in the Assets, all in accordance with the applicable laws, regulations and contractual provisions.
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Assumption of Obligations and Indemnification 
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Related to Assumption of Obligations and Indemnification

  • Assumption of Obligations Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation hereunder. Each Broker shall be a third party beneficiary of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to a Broker any amounts due as and for commissions pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within ten (10) days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker.

  • REPRESENTATION AND INDEMNIFICATION The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services.

  • Survival of Agreements, Representations and Indemnities The respective indemnities of the Company, the Bank and the Agent and the representations and warranties and other statements of the Company, the Bank and the Agent set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agent, the Company, the Bank or any controlling person referred to in Section 8 hereof, and shall survive the issuance of the Shares, and any successor or assign of the Agent, the Company, the Bank, and any such controlling person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

  • Representations and Indemnities to Survive The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

  • Survival of Representations and Indemnity The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

  • Survival and Indemnification 46 8.1 Survival of Representations, Warranties, and Covenants... 46

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

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