Huntington agrees to indemnify and hold harmless BISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to BISYS' actions taken or omissions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to BISYS by Huntington, the administrator or custodian of the Funds; provided that this indemnification shall not apply to actions or omissions of BISYS in cases of its own bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties; and further provided that prior to confessing or settling any claim against it which may be the subject of this indemnification, BISYS shall give Huntington written notice of and reasonable opportunity to defend against said claim in its own name or in the name of BISYS. BISYS shall indemnify, defend, and hold Huntington harmless from and against any and all claims, actions and suits and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) resulting directly and proximately from BISYS' willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case a party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights he...
Huntington. Beach Agreement The agreement contemplated to be entered into between Poseidon and the City of Huntington Beach (“HB”) that grants HB the right to purchase 3,360 acre-feet/year at a discounted price.
Huntington. The Huntington National Bank.
Huntington. Prior right B&O engineers with seniority as such as of the effective date of this agreement will continue to have rights to claim regular positions in the Consolidated Terminal based on the existing equity arrangements. Unclaimed positions and vacancies will be protected by the Western Lines zone extra board.
Huntington. Vendor's Principal Place of Business (State) In what state is Vendor's principal place of business located? New York Vendor's Years in Business How many years has the business submitting this proposal been operating in its current capacity and field of work? Certification Regarding Entire TIPS Agreement
Huntington agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any good faith action or inaction, or arising out of Custodian's performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by Huntington or the Trusts; provided however, that Huntington shall not indemnify Custodian for those Losses arising out of Custodian's own negligence or willful misconduct. This indemnity shall be a continuing obligation of Huntington, its successors and assigns, notwithstanding the termination of this Agreement.
Huntington is a corporation organized and existing under the laws of the State of Maryland and its principal office in the State of Maryland is located in Baltimore County.
Huntington in its capacities as Administrative Agent under the Legacy Credit Agreement and as Administrative Agent under the Licensing Credit Agreement, Seller, FCMC, Holding, Purchaser and Axon agree that this Restructure Agreement is for their confidential use only and will not be disclosed by any of them to any person other than their accountants, attorneys, and other advisors, and then only in connection with the transactions contemplated hereby and on a confidential basis, except that Huntington, Seller, FCMC, Holding, Purchaser and Axon may make such public disclosures of the terms and conditions hereof as they are required by law to make, in the opinion of their counsel. This Restructure Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio. Delivery of an executed counterpart of this Restructure Agreement by telecopier or PDF shall be effective as delivery of a manually executed counterpart of this Restructure Agreement. We hereby refer to the following existing agreements:
Huntington and Team shall have executed or caused to be executed and delivered such documents as shall have been approved in writing by Lenders evidencing (i) Huntington's waiver of Team's existing defaults of the HNB Letter of Credit Agreement by reason of its failure to maintain the Aggregate Stock Value as defined therein and (ii) appropriate amendments to the Automated Clearing House agreements between Huntington and Team; and Borrowers shall have delivered to Agent and Lenders copies thereof certified as to their authenticity by a duly authorized officer of Team.
Huntington. Agent and Lenders shall have executed and delivered an Amended and Restated Intercreditor Agreement evidencing the subordination of the liens and indebtedness in respect of such leases to the Loans.
