By Terminal Sample Clauses

By Terminal. Subject to Sections 7.3, 8, 9 and 11, and except as otherwise provided in Section 12, Terminal hereby unconditionally, irrevocably and absolutely agrees to protect, defend, indemnify and hold harmless Customer and Customer’s past, present and future officers, directors, shareholders, employees, agents, attorneys and representatives, and each of the foregoing’s successors and assigns (collectively the “Customer Indemnitees”), from any and all manner of actions, suits, debts, sums of money, interest owed, accounts, controversies, agreements, guaranties, promises, undertakings, charges, damages, judgments, executions, obligations and reasonably incurred costs, expenses and fees (including reasonable attorneys’ fees and court costs), counterclaims, claims, demands, causes of action, liabilities, losses and amounts paid in settlement (collectively “Adverse Consequences”) incurred, paid or sustained by any of the Customer Indemnitees, in each case in connection with, arising out of, based upon, relating to or otherwise involving the negligent or willful acts or omissions on the part of Terminal, its employees, agents or contractors in the performance of this Agreement.
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By Terminal. Terminal may not assign or transfer any of its rights or obligations under this Agreement to any other person without the prior written consent of Customer to such assignment or transfer, which consent may not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Terminal may, upon prior written notice to Customer, assign all or a portion of its obligations under this Agreement to (i) an affiliate of Terminal, or (ii) a buyer of Terminal or one or more Terminal Facilities so long as such buyer (a) is financially and operationally capable of fulfilling its obligations under this Agreement, (b) executes an assumption agreement whereby the buyer agrees to assume and perform the applicable portion of the obligations imposed upon Terminal by this Agreement, and (c) is not a competitor of Customer. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).
Sample 1
By Terminal. Terminal may not assign or transfer any of its rights or obligations under this Agreement to any other person without the prior written consent of Customer to such assignment or transfer, which consent may not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Terminal may, upon prior written notice to Customer, assign all or a portion of its obligations under this Agreement to (i) an affiliate of Terminal, or (ii) a buyer of Terminal or one or more Terminal Facilities so long as such buyer (a) is financially and operationally capable of fulfilling its obligations under this Agreement, (b) executes an assumption agreement whereby the buyer agrees to assume and perform the applicable portion of the obligations imposed upon Terminal by this Agreement, and (c) is not a competitor of Customer.
Sample 1

Related to By Terminal

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