By BTS Company Sample Clauses

By BTS Company. BTS Company shall indemnify and hold harmless Bright PCS, its Affiliates, directors, officers, shareholders, agents, and employees thereof from and against any fine, penalty, loss, cost, damage, injury, claim, expense (including reasonable attorney and other professional fees and costs and all reasonable fees and costs associated with enforcing this indemnification), or liability incurred by Bright PCS as the result of any act, error, omission, non-performance by negligence, or wrongful act of BTS Company arising directly out of the performance of this Agreement, including any election by BTS Company to pursue certain rights under this Agreement.
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By BTS Company. BTS Company shall indemnify and hold harmless Horizon, its Affiliates, directors, officers, shareholders, agents, and employees thereof from and against any fine, penalty, loss, cost damage, injury, claim, expense (including reasonable attorney and other professional fees and costs and all reasonable fees and costs associated with enforcing this indemnification), or liability incurred by Horizon as the result of any act, error, omission, non-performance by negligence, or wrongful act of BTS Company arising directly out of the performance of this Agreement, including any election by BTS Company to pursue certain rights under this Agreement.
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By BTS Company. BTS Company shall indemnify and hold harmless Horizon, its Affiliates, directors, officers, shareholders, agents, and employees thereof from and against any fine, penalty, loss, cost damage, injury, claim, expense (including reasonable attorney and other professional fees and costs and all reasonable fees and costs associated with enforcing this indemnification), or liability incurred by Horizon as the result of any act, error, omission, non-performance by negligence, or wrongful act of BTS Company arising directly out of the performance of this Agreement, including any election by BTS Company to pursue certain rights under this Agreement. (c) Notwithstanding anything to the contrary contained in this Section 2.12, the indemnity obligations of either party hereto will not apply to any injury, loss, damage, liability, penalty or obligation (or any claim in <PAGE> respect of the foregoing) resulting from the negligence or intentional misconduct of the other party hereto or such of such other party's agents, employees or contractors. To the fullest extent permitted by law, all claims against the other party for lost profits or earnings or other indirect or consequential damages otherwise recoverable under applicable law as a result of the breach of this Agreement or otherwise pursuant to the foregoing indemnity provisions are hereby waived by the aggrieved party. 2.13
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By BTS Company. BTS Company shall indemnify, defend and hold harmless Carrier, its Affiliates, directors, officers, shareholders, agents, and employees thereof from and against any fine, penalty, loss, cost, damage, injury, claim, expense (including reasonable attorney and other professional fees and costs and all reasonable fees and costs associated with enforcing this indemnification), or liability incurred by Carrier as the result of (i) any breach of BTS Company's obligations under this Agreement, or (ii) the negligence or intentional misconduct of BTS Company arising directly out of the performance of this Agreement, including any election by BTS Company to pursue certain rights under this Agreement.
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Related to By BTS Company

  • Holdings The term "Holdings" shall have the meaning set forth in the preface.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Shell Company The Company is not, and was not in the past, an “ineligible issuer” (as defined in Rule 405 promulgated under the Securities Act).

  • Management of Company 5.1.1 The Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs.

  • Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.

  • Operation of Parent’s Business (a) Except as set forth on Section 4.1 of the Parent Disclosure Schedule, as expressly permitted by this Agreement, as required by applicable Law or unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time (the “Pre-Closing Period”) each of Parent and the Merger Sub shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws (including maintaining compliance in all material respects with the applicable listing and governance rules and regulations of Nasdaq) and the requirements of all Contracts that constitute Parent Material Contracts.

  • Mineral Reserves and Resources The estimated proven and probable mineral reserves disclosed in the Company SEC Documents as of December 31, 2015 have been prepared and disclosed in all material respects in accordance with all Applicable Laws. There has been no material reduction (other than as a result of operations in the ordinary course of business) in the aggregate amount of estimated mineral reserves and estimated mineral resources of the Company and its Subsidiaries, taken as a whole, from the amounts disclosed in such Company SEC Documents.

  • BUSINESS OF THE PARTNERSHIP The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture, co-ownership or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

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