ASSUMPTION OF OBLIGATIONS OF OPERATOR BY PARTICIPANT; MUTUAL INDEMNITIES Sample Clauses

ASSUMPTION OF OBLIGATIONS OF OPERATOR BY PARTICIPANT; MUTUAL INDEMNITIES. (a). As a result of its purchase of the Assets, the Participant shall own an undivided working interest in the Properties, thereby becoming obligated to bear its pro rata share of the cost and expense of all of the duties, liabilities and burdens otherwise borne by Operator under the terms and provisions of the Leases and any other related documents burdening the title, as it was acquired by Operator. If the Closing occurs, then from and after the Closing, except for matters for which Seller indemnifies Buyer hereunder, Buyer shall indemnify and hold harmless Seller (and its partners, affiliates, directors, officers, officers and agents) from and against any Claims, damages, liabilities, losses, costs and expenses (including, without limitation, attorneys' fees) of any kind arising from or relating to (i) the ownership or operation of the Assets, whether arising before or after the Closing, (ii) the breach of any representation or warranty of Buyer, and (iii) the breach of any of Buyer's covenants hereunder. THE FOREGOIING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (I) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, OR (II) STRICT LIABILITY.
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Related to ASSUMPTION OF OBLIGATIONS OF OPERATOR BY PARTICIPANT; MUTUAL INDEMNITIES

  • Performance of Obligations; Servicing Agreement (a) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate.

  • Performance of Obligations; Servicing of Contracts (a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any such Person’s material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Transaction Documents or such other instrument or agreement.

  • Delegation of Obligations The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer and the Servicer.

  • Assumption of Obligations Any buyer or transferee of Lessor's interest in this Lease, whether such transfer is by agreement or by operation of law, shall be deemed to have assumed Lessor's obligation under this Paragraph 15. Each Broker shall be an intended third party beneficiary of the provisions of Paragraph 1.10 and of this Paragraph 15 to the extent of its interest in any commission arising from this Lease and may enforce that right directly against Lessor and its successors.

  • Performance of Obligations of Seller Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing.

  • Performance of Obligations of Parent Parent shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Effective Time.

  • Merger, Consolidation or Assumption of the Obligations of Servicer Any corporation (i) into which the Servicer may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) which may succeed to all or substantially all of the business of the Servicer, which corporation in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Trustees and the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

  • Performance of Obligations of the Company The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Parent shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect.

  • Performance of Obligations of Company Company shall have performed and complied with all of its obligations under this Agreement in all material respects at or prior to the Closing Date, and Buyer shall have received a certificate, dated the Closing Date, signed on behalf of Company by the Chief Financial Officer and Chief Operating Officer of Company to such effect.

  • Additional Representations and Agreements of Counterparty Counterparty represents, warrants and agrees as follows:

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