By Recipient. Subject to Section 6.2, Recipient shall indemnify, defend and hold harmless Provider and its Affiliates and its and their respective directors, officers, employees, agents and other representatives (collectively, the “Provider Indemnitees”) from and against all Losses that they, or any of them, may sustain or incur as a result of (i) the breach of any covenant made by Recipient in this Agreement or (ii) willful misconduct or actual fraud on the part of Recipient in connection with the performance of this Agreement.
By Recipient. This Agreement may be terminated at any time, by the Recipient, with or without cause, upon thirty (30) days written notice. Written notice of such termination must be sent to the IHCDA by certified mail, return receipt requested, postage prepaid. After mailing of such notice of termination, no new or additional liabilities shall be incurred without the prior written approval of the IHCDA.
By Recipient. Recipient represents and warrants that the following statements are true and correct as of the Effective Date and will continue to be true and correct for the duration of the term of this Agreement:
By Recipient. Recipient may require that a Provider cease providing all or any part of the Services that such Provider is required to provide hereunder by providing notice to such Provider’s Nominated Representative which identifies the specific Services to be terminated and the date on which they must be terminated. Unless a shorter period is specified for a particular Service in Schedule A, notice of early termination by Recipient must be provided at least thirty (30) days prior to the effective date of such termination. Except as otherwise provided in Schedule A, with respect to the termination of a particular Service, within fifteen (15) days of receipt of such notice of termination, the applicable Provider shall provide written notice to Recipient if termination of the specified Services would require the termination of any other Services. Within fifteen (15) days of receipt of such notice from such Provider, Recipient shall have the option, upon written notice to Provider, to rescind its original cancellation notice.
By Recipient. By: --------------------------------- Name Title By ServiceCo: CENTERPOINT ENERGY SERVICE COMPANY, LLC By: ------------------------ Name Title EXHIBIT I COST ACCUMULATION AND ASSIGNMENT, ALLOCATION METHODS, AND DESCRIPTION OF SERVICES OFFERED BY SERVICECO TO RECIPIENT This document sets forth the methodologies used to accumulate the costs of services that may be performed by ServiceCo and to assign or allocate such costs to other subsidiaries and business units within the CenterPoint registered holding company system that receive services from ServiceCo. Cost of Services Performed ServiceCo shall maintain an accounting system that enables costs to be identified by Cost Center, Account Number or Capital Project ("Account Codes"). The primary inputs to the accounting system shall be payroll records for ServiceCo's employees, accounts payable transactions and journal entries. Charges for labor shall be made at the employees' effective hourly rate, including the cost of pensions, other employee benefits and payroll taxes. To the extent practicable, costs of services shall be directly assigned to the applicable Account Codes. The full cost of providing services shall also include certain indirect costs, e.g., departmental overheads, administrative and general costs, and taxes. Indirect costs shall be associated with the services performed in proportion to the directly assigned costs of the services or other relevant cost allocators. Cost Assignment and Allocation ServiceCo's costs shall be directly assigned, distributed or allocated to Recipients in the manner described below:
By Recipient. To the extent permitted by applicable law, the Recipient will indemnify and hold harmless Parent, each of its directors, each of its officers who have signed the Registration Statement, each person, if any, who controls Parent within the meaning of the Securities Act, any underwriter and any other holder selling securities under such Registration Statement or any of such other holder’s partners, directors or officers or any person who controls such holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which Parent or any such director, officer, controlling person, underwriter or other such holder, partner or director, officer or controlling person of such other holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) such Violation occurs in reliance upon and in conformity with written information furnished by the Recipient expressly for use in connection with such registration; and the Recipient will reimburse any legal or other expenses reasonably incurred by Parent or any such director, officer, controlling person, underwriter or other holder, partner, officer, director or controlling person of such other holder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, the indemnity obligations contained in this Subsection 1.6(b) will not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Recipient, which consent will not be unreasonably withheld.
By Recipient. By: --------------------------------- Name Title By The Provider: By: --------------------------------- Name Title EXHIBIT I COST ACCUMULATION AND ASSIGNMENT, ALLOCATION METHODS, AND DESCRIPTION OF SERVICES OFFERED BY THE PROVIDER TO RECIPIENT The methodologies used to accumulate the costs of services that may be performed by the Provider and to assign or allocate such costs to other subsidiaries and business units within the CenterPoint registered holding company system that receive services from the Provider will be consistent with those set forth in Exhibit I to the CenterPoint Master Services Agreement.
By Recipient. Recipient may terminate this Agreement for any reason or no reason, at any time, upon not less than thirty (30) days’ prior written notice to Provider. Recipient will reimburse Provider for out-of-pocket costs incurred by Provider resulting from Recipient’s early termination, including commitments made to, or in respect of, personnel or approved Third Party Service Providers, prepaid expenses related to the terminated Transition Services and costs related to terminating such commitments. Such reimbursement shall be made by Recipient to Provider in accordance with Article II. All accrued and unpaid charges for Transition Services shall be due and payable upon termination of this Agreement and shall be paid by Recipient to Provider in accordance with Article II. Recipient shall not be liable for any cost resulting from early termination of an agreement with any third-party that is not an approved Third Party Service Provider.
By Recipient. Subject to Sections 5.4.3 and 5.4.4, Recipient shall waive any claim against Contributor for, and shall indemnify, hold harmless and defend Contributor against any claim, loss, damage or expense, including, without limitation, any and all reasonable attorneys’ fees and disbursements, asserted against or suffered by Contributor resulting from the following: (i) any breach by Recipient of this Agreement; (ii) any liability or obligation of Recipient which Contributor is not required to assume hereunder or accruing prior to such assumption, including, without limitation, any personal injury or property damage suffered in, on or about the Property or relating thereto occurring on or after the Closing (except that attributable to the negligence or intentional acts of Contributor or its agents, employees or representatives); or, (iii) the breach of any of the covenants, representations or warranties made by Recipient herein, including, without limitation, breach of the warranty contained in Section 7.22. Liability of Recipient to Contributor for Recipient’s default or breach of this Agreement resulting in Recipient’s failure to close the Escrow shall be governed by Section 7.1.
By Recipient. Recipient shall deposit or cause to be deposited into the Escrow at least one (1) business day before the Closing Date the following funds and documents:
