By Owners. Except as otherwise specifically provided herein, this Declaration may be amended only by the affirmative vote or written consent, or any combination thereof, of Members holding at least sixty-seven percent (67%) of the total votes in the Association, and the consent of the Declarant, so long as the Declarant has an option to subject additional property to this Declaration pursuant to Section 9.1. In addition, the approval requirements set forth in Article 14 hereof shall be met, if applicable. Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause.
By Owners. Each Owner, severally and not jointly and severally, agrees to indemnify, defend and hold harmless GP Assignee and Assignee from and against any and all losses, damages, claims, liabilities, actions, suits, proceedings and costs and expenses of defense thereof, including reasonable attorneys' fees, suffered or incurred by reason of or arising out of the breach of such Owner's obligations, representations, warranties and covenants contained in this Agreement. The liability of each Owner pursuant to the provisions of this Section 13.A shall be limited, as to each demand, loss, damage, claim or liability, to the portion thereof which is derived by multiplying the amount of such item times the percentage interest of such Owner designated on Exhibit A hereto under the column "Total Partnership Interest". This indemnity shall survive the Closing and delivery of the Initial Interest Assignments and shall not be merged therein; PROVIDED, HOWEVER, that each Owner's liability shall not extend to those liabilities typically assumed by an assignee in connection with the direct acquisition of a property (as opposed to the acquisition of partnership interests in a partnership that retains ownership of a property) nor to liabilities resulting from the physical condition of the Property (by reason of the fact that Assignee is concluding this transaction with the Property being in its "as is" "where as" condition as of the Closing Date and in the context of the disclaimers set forth in Section 14.D below); and PROVIDED FURTHER that Owners shall have no liability except to the extent the loss suffered by GP Assignee and Assignee as a result of such claims exceeds $10,000 in any one instance or $25,000 in the aggregate.
By Owners. Except as otherwise specifically provided herein these By-Laws may be amended only upon a resolution duly adopted by the Board and approved by the affirmative vote or written consent, or any combination thereof, of Members holding sixty-seven percent (67%) of the total votes in the Association, including sixty-seven percent (67%) of the votes held by Members other than the Declarant, and the consent of the Class "B" Member, so long as such membership exists. In addition, the approval requirements set forth in Article 14 of the Declaration shall be met, if applicable. Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause. Any amendment to be effective must be recorded in both the ROD Office of Greenville County, South Carolina and the ROD of Xxxxxxxxx County, North Carolina. If an Owner consents to any amendment to the Declaration or these By-Laws, it will be conclusively presumed that such Owner has the authority to consent and no contrary provision in any Mortgage or contract between the Owner and a third party will affect the validity of such amendment.
By Owners. This Agreement is a servitude running with the land binding upon the undersigned Owners and, upon recordation in the Public Records, all subsequent Owners of the Trail Area or any portion of the Trail Area are bound by its terms whether or not the Owners had actual notice of this Agreement and whether or not the deed of transfer specifically referred to the transfer being under and subject to this Agreement. This Agreement binds and benefits Owners and Holder and their respective personal representatives, successors and assigns.
By Owners. (i) In the case of an amendment that cannot be made unilaterally by Declarant because it does not meet the requirements of Section 11.2(a), this Declaration may be amended upon the approval of all Owners whose rights or obligations will be affected by such amendment. Each such amendment of this Declaration will be evidenced by an instrument in writing, signed and acknowledged by all required Owners, setting forth the full text of such amendment, the appropriate recording data of this Declaration, and certifying that such amendment has been approved by the affirmative vote of all required Owners. The amendment will become effective on the recording of the amendment in the Public Records.
By Owners. Purpose. Owners can freely transfer their interest in the Property; however, they can only transfer under and subject to the Agreement, whether or not specifically mentioned in the deed of transfer. This provision also sets forth the understanding of Owners and the Holder that the Agreement is not just the agreement of the undersigned Persons but binds and benefits all Persons who succeed to their respective interests.
By Owners. Owners may elect at any time, by notice to Xxxxxx, not to proceed with the project and, upon receipt of such notice, Xxxxxx is also released from any further obligation to proceed with the proposed easement. Holder is under no obligation whatsoever to account to Owners or return to Owners any portion of the Initial Contribution regardless of the costs and expenses incurred by Holder as of the date of termination.
By Owners. So long as the Owners have met their obligations to contribute funds to defray the Holder’s costs and expenses, the Owners are completely free to decide not to proceed with the project at any time. Any contributions made to the Holder become the funds of the Holder for use in furtherance of its charitable mission and, as such, are never returned to the Owners.
By Owners. Subject to Section 7.1, Owners shall indemnify, defend, save and hold harmless Manager and its Affiliates, and the officers, directors, employees, agents and representatives of Manager and its Affiliates, from and against any and all Losses in respect of any claims made by third parties (including, without limitation, claims made by any governmental authority, any customer, contractor, vendor, representative or agent of an Owner) arising out of (i) this Agreement (including, without limitation, arising from (x) a failure by Owners to make available to Manager at any time sufficient funds to perform the Asset Management Services or (y) the non-performance of any Asset Management Services pursuant to Section 2.4(c)), or (ii) the performance by Manager (or its Affiliates or their respective officers, directors, employees, representatives or contractors) of its obligations under this Agreement or otherwise arising in connection with, or as a result of, Manager’s management of Owners or the Projects from and after June 18, 2020; provided, however, that in no event shall any Owner be liable for any Lo ss for which Manager is obligated to indemnify the Owners or other Indemnitees pursuant to Section 6.1.