By M&P Clause Samples

By M&P. M&P shall indemnify and hold harmless RSM and its officers, directors, employees and agents from any liability, loss, expense (including reasonable attorneys’ fees and disbursements) or claim by any third party resulting from or arising out of; (i) any allegation that M&P’s use of any trademark or service ▇▇▇▇, excluding the ▇▇▇▇, infringes or otherwise violates any trademark, trade name, service ▇▇▇▇, or registration therefor of any third party; or (ii) any breach by M&P of any warranties, covenants or agreements under this Agreement; provided, however, that M&P’s obligations hereunder shall in no way require defense or indemnification regarding any liability, loss, expense or claim to the extent that the same arises out of: (a) any breach by RSM of any warranties, covenants or agreement in the performance of its obligations under this Agreement; or (b) the provision of any goods or services by RSM under the ▇▇▇▇.

By M&P. MP hereby represents and warrants to Buyer that:

By M&P. At the Closing, MP shall execute and deliver, or cause to be executed and delivered on its behalf, to Buyer: i. an assignment and assumption in the form annexed as EXHIBIT B hereto, conveying to Buyer all of MP's right, title and interest in and to the Seller GP Interest; ii. a certificate, signed by an officer of MP and dated as of the Closing Date, stating that the representations and warranties contained in Section 4.a. of this Agreement are true and correct as of the Closing Date with the same effect as if they were made at the Closing; iii. a FIRPTA certification in the form annexed as EXHIBIT C hereto, verified as true and sworn to under penalties of perjury by a officer of MP; and, iv. any transfer tax returns, affidavits and other documents required in accordance with Paragraph 31 of the New York State Tax Law, the New York City Real Property Transfer Tax imposed by the Title II of Chapter 46 of the Administrative Code of the City of New York and any other tax payable by reason of conveyance of an interest such as the Interest (hereinafter, collectively, the "Conveyance Tax Returns").

By M&P. MP shall have the one-time right to renew this Agreement for an additional period of two (2) years (the "Renewal Term" and together with the Initial Term, the "Term") by giving AOL written notice of such election by not later than one hundred twenty (120) days prior to the expiration of the Initial Term.

By M&P. M&P may terminate this Agreement: (a) if RSMM breaches a provision hereof and fails either to commence cure of the breach within thirty (30) days after its receipt of notice of such breach from M&P, such notice to detail specifically the breach being complained of, or having so commenced cure fails thereafter to prosecute cure promptly to completion within sixty (60) days after receipt of such initial notice; or (b) on at least 210 days’ prior written notice of intention to terminate this Agreement without cause.

By M&P. M&P may terminate this Agreement: (a) at any time pursuant to Section 10 hereof; (b) subject to Sections 9.3 and 9.4 hereof, at any time, with or without cause, following the third anniversary of the Effective Date, provided that (I) the effective date of any termination pursuant to this clause (b) may only occur on a date during the period between May 1 and August 31 of any calendar year and (II) M&P must have provided RSMM with at least 270 days’ advance written notice of any termination (specifying the effective date of such termination) pursuant to this clause (b) (it being understood and agreed that M&P may not deliver a notice of termination pursuant to this clause (b) prior to the third anniversary of the Effective Date and that any such purported termination pursuant to this clause (b) prior to the third anniversary of the Effective Date shall be void and of no force or effect). Notwithstanding the foregoing, if a sale of at least a majority interest of the RSMM business to a third party, whether accomplished by the sale of stock, sale of assets or otherwise (a “Change of Control”), is consummated during the first two years after the Effective Date and after consummation of such Change of Control a business dispute between RSMM and M&P results from such Change of Control, M&P may deliver a written notice of dispute to RSMM pursuant to Section 9.3 hereof, even if the notice is delivered before the third anniversary of the Effective Date. If such dispute is not resolved after good faith compliance with the dispute escalation and resolution process described in Section 9.3 hereof, M&P may begin the termination process and, subject to compliance with Section 9.4 hereof, terminate this Agreement.