GST Indemnity Sample Clauses

GST Indemnity. ‌ The Parties agree that, as between the Generator and the AESO, the AESO shall be solely liable for, and as a separate and independent covenant, the AESO shall indemnify, defend and save harmless the Generator from any GST, or any penalty, interest or other amounts with respect thereto, which may be payable by or assessed against the Generator under the Excise Tax Act (Canada) in respect of the transfer of the Renewable Attributes by the Generator to the AESO (including any costs incurred by the Generator in collecting such amount from the AESO). The indemnity in this Section 8.5 shall not apply to GST that is paid by the AESO to the Generator in accordance with RESA Statements delivered by the AESO to the Generator hereunder but is not remitted by the Generator to the applicable Governmental Authority in accordance with Applicable Law, or to any penalty, interest or other amounts with respect thereto.
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GST Indemnity. The Purchaser must indemnify the Vendor against any GST, including penalties and interest for which the Vendor is liable under the GST Law or the Taxation Administration Xxx 0000 (Cth). This amount must be paid by the Purchaser on written demand (which the Vendor is entitled to make despite settlement of the sale and purchase of the Land pursuant to this Agreement having occurred).
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GST Indemnity. The Hirer must indemnify LOSCAM against all GST on the transaction or transactions contemplated by this document.
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GST Indemnity. 10.2.1 The Borrower(s) shall agree to defend, indemnify and hold harmless VWFPL with respect to any liability that may arise on VWFPL due to change in rate of tax governed by GST law. However, reduction in charges/refund of part of the same will be at the discretion of VWFPL in the case of reduction in rate of GST at any point of time.
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GST Indemnity. The GST certificate and indemnity contemplated by Paragraph 3.5 in the form of Exhibit U.
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GST Indemnity. (a) In the event that a Governmental Authority determines that the basis for remitting Value Added Tax payable by Hospital to Project Co or Contractor on payments due under the Project Agreement, Limited Assignment of Construction Contract and Construction Contract (including the accounting by Project Co for Value Added Tax on Base Progress Payments) as set out in the Financial Model is not acceptable to the Governmental Authority (the “Authority Determination”), the Hospital shall indemnify Project Co and Contractor within a reasonable time after written demand therefor, for any and all liabilities, penalties, fines, interest, assessments, claims, actions, costs, expenses (including the reasonable cost of legal or professional services), suits, proceedings, demands and charges arising as a result of the Authority Determination (the “Indemnified Tax”), whether or not such Indemnified Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. If it is determined that the Indemnified Tax was not correctly or legally imposed or asserted by the relevant Governmental Authority, Project Co or Contractor, as the case may be, shall reimburse Hospital for any such Indemnified Tax paid by it pursuant to this indemnity within a reasonable time after demand therefor from Hospital, together with evidence reasonably satisfactory to Project Co confirming that such Indemnified Tax was not correctly or legally imposed or asserted. Hospital shall not indemnify Project Co or Contractor for any Indemnified Tax (i) that results from negligence, carelessness or any omission by Project Co or Contractor in failing to account for such Indemnified Tax, including filing its Value Added Tax returns on a timely basis, as required by law, (ii) arising from Value Added Tax issues in the Project Agreement, Limited Assignment of Construction Contract or Construction Contract that are unrelated to the accounting methodology requested by Infrastructure Ontario, including for greater certainty, changes in law; and (iii) relating to assumptions of Contractor with respect to Value Added Tax accounting that do not arise from instructions for accounting requested by Infrastructure Ontario, including for greater certainty, payments made by Contractor to any Subcontractor or to any other third party. Each of Project Co and Contractor agrees to use its reasonable efforts to give notice to Hospital of the assertion of any claim against Project Co or Contractor, as appli...
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GST Indemnity. (a) Capitalised expressions which are not defined in this Lease but which have a defined meaning in the GST Law have the same meaning in this clause.
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GST Indemnity. (i) All payments to be made by Buyer under this agreement have been calculated without regard to GST. If any such payment constitutes the consideration for the whole or any part of a Taxable Supply by Seller the amount of that payment must be increased such that Seller will (after paying its GST liability in respect of the Taxable Supply) receive the amount which Seller would have received in the absence of a GST.
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GST Indemnity. CanWest covenants and agrees with Hollxxxxx xx indemnify and save harmless on an after-tax basis, Hollxxxxx, xxs Affiliates and their respective directors, officers, shareholders, employees, agents and representatives from and against all Claims which may be made or brought against any such person or which they may suffer or incur, directly or indirectly as a result of or in connection with any liability (i) in respect of goods and services tax/harmonized sales tax imposed under Part IX of the Excise Tax Act (Canada) or Quebec sales tax imposed under An Act respecting the Quebec sales tax in respect of the Reorganization upon NewsMediaCo, Central Services Company or Canaxx.xxx Xxxpany or (ii) arising from the failure by NewsMediaCo, Central Services Company or Canaxx.xxx Xxxpany to properly remit to applicable Governmental Authorities any Taxes for which they are responsible pursuant to Section 9.10. Notwithstanding the foregoing, the Vendors covenant and agree with CanWest to indemnify and save harmless on an after-tax basis, CanWest, its Affiliates (including for greater certainty, NewsMediaCo, Central Services Company and Canaxx.xxx Xxxpany) and their respective directors, officers, shareholders, employees, agents and representatives from and against all Claims which may be made or brought against any such person or which they may suffer or incur, directly or indirectly as a result of or in connection with (i) the failure of NewsMediaCo, Central Services Company or Canaxx.xxx Xxxpany to be registered for goods and services tax/harmonized sales tax purposes or Quebec sales tax purposes, as applicable, at the time such company acquired Purchased Assets as part of the Reorganization and (ii) the failure to properly execute and, where required, file on a timely basis, the appropriate forms for any relevant goods and services tax/harmonized sales tax election or Quebec sales tax election to be executed and/or filed, as the case may be, in connection with the Reorganization. The foregoing obligations of indemnification in respect of such claims shall be subject to the requirement that the indemnifying party shall, in respect of any Claim made by any third person, be afforded an opportunity at its sole expense to resist, defend and compromise such Claim provided the indemnifying party acknowledges in writing its obligation to indemnify in accordance with the terms of this Agreement."
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Related to GST Indemnity

  • Seller Indemnity 40.1 (a) For a period commencing on the Effective Date and following the Closing for a period of time ending on December 31, 2008, Seller and CBRE Realty Finance, Inc., a Delaware corporation (“Pavilion Indemnitor”, and together with Seller, the “Seller Indemnitors”) shall jointly and severally indemnify, defend (with counsel acceptable to Purchaser) and hold Purchaser and its respective direct and indirect members, managers, partners, officers, directors, shareholders, employees, affiliates and their respective successors and assigns, including, without limitation, the Existing Loan Purchaser (collectively, the “Purchaser Indemnified Parties”), harmless from and against any and all liquidated liabilities (including, without limitation, attorneys’ fees and litigation costs) (collectively “Losses”) which any Purchaser Indemnified Party incurs arising out of or resulting from: (i) any matter or thing pertaining to the ownership or operation of the Property prior to the Closing Date; (ii) any liabilities and any litigation, action or proceeding pertaining to the ownership or operation of the Property or otherwise relating to the Existing Loan (to the extent not covered by the release by Purchaser of Seller pursuant to the Assumption and Release Agreement) or the mezzanine financing provided by Seller’s affiliates in respect of the Property, in each case relating to actions or events occurring prior to the Closing Date; (iii) Seller’s violation of Section 10.1(p) hereof; (iv) Seller’s default under this Agreement beyond any applicable notice and grace periods, due to matters solely within Seller’s control; or (v) Seller’s failure to consummate the Closing and/or any Seller Indemnitor’s hindrance of the Closing or the consummation of the Existing Loan Acquisition Transaction, in each case, due to matters solely within Seller’s control; provided, however, the foregoing indemnity shall not be applicable to (x) Losses incurred as a result of the exercise by a party entitled to exercise a right of first refusal to purchase the Property under Chapters 11 or 53A of the County Code, (y) Losses resulting from the failure of the Closing to occur because Purchaser is in default under this Agreement beyond any applicable notice or grace periods; or (z) Losses related to the Outstanding Trade Payables, to the extent that such Losses are less than the Maximum Trade Payables Exposure.

  • Buyer Indemnity Buyer will, at its expense, indemnify, defend and hold harmless Licensor and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Licensor Indemnified Parties”) from and against any and all claims, actions, proceedings and suits brought by a third party, and any and all liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) (“Claims”) to the extent arising out of or relating to an allegation of any of the following: (a) infringement, misappropriation or violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Licensor’s use thereof as permitted under this Agreement; and (b) any unauthorized or unlawful receipt, processing, transmission or storage of Buyer Data by Licensor in the performance of its obligations as permitted under this Agreement resulting from breach of Buyer’s obligations under Section 7.2.2.

  • Company Indemnity The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall 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 Company (which consent will not be unreasonably withheld).

  • Tenant Indemnity Tenant releases Landlord from any liability for, waives all claims against Landlord and shall indemnify, defend and hold harmless Landlord, its employees, partners, agents, subsidiaries and affiliate organizations against any and all claims, suits, loss, costs (including costs of investigation, clean up, monitoring, restoration and reasonably attorney fees), damage or liability, whether foreseeable or unforeseeable, by reason of property damage (including diminution in the value of the property of Landlord), personal injury or death directly arising from or related to Hazardous Substances released, manufactured, discharged, disposed, used or stored on, in, or under the Project or Premises during the Term by any Tenant Parties. The provisions of this Tenant Indemnity regarding Hazardous Substances shall survive the termination of the Lease.

  • PATENT INDEMNITY 29.1 The Supplier shall, subject to the Procuring Entity's compliance with GCC Sub-Clause 29.2, indemnify and hold harmless the Procuring Entity and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney's fees and expenses, which the Procuring Entity may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract by reason of:

  • Buyer’s Indemnity Buyer shall indemnify, defend and hold Seller harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees), due to Buyers operation of the Property from and after Closing. The indemnification obligations of Buyer shall be repeated at and shall survive the Closing.

  • Insurance Indemnity 16.1 The NZOC will arrange travel and public liability insurance for all members of the Team, a summary of which will be provided to you by the NZOC as soon as practicable.

  • Seller’s Indemnity (a) Seller shall and hereby agrees to indemnify and hold Buyer and its officers, directors, employees, and affiliates (each a “Buyer Indemnitee”) harmless from and against any and all Losses actually incurred by a Buyer Indemnitee, arising out of, attributable to, or in connection with: (i) any breach of a representation or warranty made by Seller in this Agreement or any certificate delivered pursuant to any Section hereof; (ii) any breach by Seller of any covenant or obligation of Seller hereunder; (iii) any Excluded Liabilities or related to any Excluded Assets; (iv) any and all liabilities and obligations of Seller of any nature relating to the Designated Assets or the operation of the Clinical Lab Services Business which are incurred or arise prior to 11:59am ET on the Closing Date; and (v) any and all actions, suits, proceedings, demands, assessments, or judgments, costs, and expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing (i) through (iv), and the enforcement thereof. (b) Notwithstanding anything to the contrary herein or otherwise, Seller shall not be required to indemnify any Buyer Indemnitee, and shall not have any liability under sub-clause (i) of Section 9.02(a) (other than in respect of any Fundamental Representations of Buyer): (i) unless the aggregate of all Losses in respect of any claim or series of related claims for which Seller would, but for this sub-clause (i), be liable thereunder exceeds on a cumulative basis an amount equal to the De Minimis Threshold; (ii) unless the aggregate of all Losses for which Seller would, but for this sub- clause (ii), be liable thereunder exceeds on a cumulative basis an amount equal to the Basket Amount, in which event Seller shall be responsible for the aggregate amount of all Losses; (iii) for any amounts in excess of the Cap. For avoidance of doubt, the limitations on indemnify in this Section 9.02(b) shall apply only to the general representations and warranties set out in this agreement, and shall not apply to breaches of Fundamental Representations or any other indemnity categories such as covenants, excluded liabilities, etc. (c) Notwithstanding anything to the contrary herein or otherwise, Seller shall not be required to indemnity any Buyer Indemnitee, and shall not have any liability hereunder for amounts, in the aggregate, in excess of the Purchase Price (including claims based on a breach of Fundamental Representations of Seller). -24

  • Expenses; Indemnity (a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, Lender upon receipt of notice from Lender for all costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by Lender as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Property); (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (iii) Lender’s ongoing performance and compliance with all agreements and conditions contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iv) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Lender; (v) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement; (vi) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (vii) enforcing or preserving any rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; and (viii) enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Property, or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings or any other amounts required under Section 9.3; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any cost and expenses due and payable to Lender may be paid by Lender from any Reserve Account.

  • Continuing Indemnity Lessor may require Lessee to effect and to maintain insurance after the Expiry Date with respect to its liability under the indemnities in Clause 10 for such period as Lessor may reasonably require (but in any event not more than 3 years) which provides for each Indemnitee to be named as additional insured. Lessee's obligation in this Clause shall not be affected by Lessee ceasing to be lessee of the Aircraft and/or any of the Indemnitees ceasing to have any interest in respect of the Aircraft.

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