By Manager. Manager and its duly authorized representatives shall have the right at all reasonable times to enter upon Group’s Premises for the purposes of carrying out the duties of Manager hereunder, and for inspection and verification of Group’s books and records pertaining to Group’s Practice; provided, however, that any such entry by Manager shall not unreasonably interfere with the conduct of Group’s Practice.
By Manager. Manager represents and warrants that:
By Manager i. Manager may terminate this Agreement by written notice to the Board of Directors if (x) either Xxxxx X. Xxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxxxxx is terminated as a director or executive officer position held with the Company, without the prior written consent of such respective individual, other than for Cause and (y) the Board of Directors has not, within 30 days of such removal, given notice of termination of this Agreement pursuant to Section 3(b).
By Manager. Cause for termination by Manager shall be limited to the following: (i) failure of any representation or warranty made by Group in this Agreement to be true at the date of this Agreement and to remain true throughout the Term hereof, which failure has a material adverse effect upon Manager; (ii) material failure by Group to duly observe and perform all the covenants and agreements undertaken by Group herein; (iii) misrepresentation of material fact, or fraud, by Group in the discharge of Group’s obligations under this Agreement; or (iv) if Group shall be adjudicated insolvent or bankrupt, or shall make a general assignment for the benefit of creditors, or shall consent to or authorize the filing of a voluntary petition in bankruptcy, which petition shall remain undismissed for a period of sixty (60) days, or the filing against Group of any proceeding in involuntary bankruptcy, which proceeding shall remain undismissed for a period of sixty (60) days.
By Manager. Manager shall indemnify, defend, and hold harmless Owner from and against any loss incurred by or damage to Owner where such loss or damage results from the negligent acts or omissions or the willful misconduct of Manager in performing Manager's obligations under this Agreement.
By Manager. Manager may terminate this Agreement:
By Manager. Manager will indemnify and hold harmless the Company, ---------- its Affiliates, and all of their officers, managers, employees, members, partners and agents of Company or its Affiliates (individually, a "Company Indemnitee") and its subsidiaries from and against any and all Damages arising from any and all Claims in which the Company Indemnitee may be involved or threatened to be involved, as a party or otherwise, arising out of either Manager's gross negligence or willful misconduct regardless of whether this Agreement continues to be in effect or the Company Indemnitee continues to be an Affiliate, or an officer, director, employee, stockholders, partner or agent of the Company or its Affiliates at the time any such Claims are made or Damages incurred.
By Manager. The Manager shall, from time to time and upon not less than ten (10) business days' written notice from any Owner, or any of their successors in interest, execute and deliver to such requesting Owner or, if requested, such requesting Owner's mortgagee, prospective mortgagee, prospective transferee, or prospective tenant, a certificate stating (a) that this Agreement is unmodified and in full force and effect, or if modified, specifying the modifications, (b) whether or not, to the best of Manager's knowledge, the requesting Owner is in default in any respect under this Agreement, and if in default, specifying such default, and (c) specifying any monetary amounts due by such requesting Owner to Manager under this Agreement.
By Manager. Manager may terminate this Agreement on five (5) days' notice in the event of a material breach of this Agreement by the Company (other than a payment default) which has not been cured within sixty (60) days following notice thereof from Manager.
By Manager. Manager agrees to, and hereby does, indemnify and hold harmless the Owner, its assignees and their respective officers, directors, employees and agents (each of the foregoing, an “Indemnified Party”) against any and all Claims or Losses which may be incurred or suffered by any Indemnified Party (except to the extent caused by the negligence or willful misconduct of any Indemnified Party) as a result of claims, actions, suits or judgments asserted or imposed against an Indemnified Party and arising out of (i) breach by the Manager of its covenants and obligations hereunder related to the Management Functions or the Acquisition Function or (ii) a material breach by the Manager of its representations and warranties set forth in this Agreement; provided, however, that the indemnity obligation of TEML pursuant to this Section 18.2 shall not extend to any consequential, indirect or special damages incurred by any Indemnified Party.
