INDEMNIFICATION 16 Sample Clauses

INDEMNIFICATION 16. 11.1. Indemnification Obligations of the Parties. 16 11.2. Administration of Indemnification. 16 SECTION 12. GENERAL PROVISIONS 18 12.1. Governing Law. 18 12.2. Dispute Resolution. 18 12.3. Notices and Other Communications. 18 12.4. Governing Language. 19 12.5. Severability. 19 12.6. Further Assurances. 20 12.7. Expenses. 20 12.8. No Waiver. 20 12.9. Entire Agreement; Amendments. 20 12.10. Assignment. 20 12.11. No Agency. 20 12.12. No Beneficiaries. 20 12.13. Rights and Remedies Cumulative. 20 12.14. Counterparts. 21 SCHEDULES Schedule 1.1 Definitions Schedule 2.3A Assigned Patents Schedule 2.3B Service Parts Schedule 2.3C Celution One Device Schedule 2.3D Celution One Consumables Schedule 4.1 JV Information and Documentation Schedule 4.2 JV Assets Schedule 6.1A Related Agreements Schedule 6.1B Acknowledgement Agreement Schedule 8.1A Products Schedule 8.1B Warranty Service and Celution One Support Schedule 9.2(a) Cytori Confidential Information Schedule 9.2(b) Olympus Confidential Information JOINT VENTURE TERMINATION AGREEMENT THIS JOINT VENTURE TERMINATION AGREEMENT (this “Agreement”) is entered into as of the Effective Date by and between Olympus Corporation, a corporation organized and existing under the laws of Japan (“Olympus”), and Cytori Therapeutics Inc., a company organized and existing under the laws of the State of Delaware, United States of America (“Cytori”). Olympus and Cytori are hereinafter also referred to collectively as the “Parties” and each individually as a “Party”.
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INDEMNIFICATION 16. 9.1 Baxter Indemnification 16 9.2 Guilford Indemnification 17 9.3 No Claim for Losses 17 9.4 Prompt Notice 17 9.5 Refund Due to Injunction 18 9.6 Not Binding 18 9.7 Additional Remedies 18 10. MARKETING 18 10.1 Catalog Listings 18 10.2 Baxter Promotion 18 10.3 Product Sales 18 10.4 Guilford Promotional Materials 19 10.5 Labeling 19
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INDEMNIFICATION 16. 7.1 Survival. 16 7.2 Indemnification in Favour of the Purchaser 16 7.3 Indemnification in Favour of the Vendors 16 7.4 Limitations 17 (i) Article 8 MISCELLANEOUS 17 8.1 Notices. 17 8.2 Time of the Essence. 18 8.3 Covenant on Brokers 18 8.4 Announcements 18 8.5 Third Party Beneficiaries. 18 8.6 Liability 18 8.7 Expenses 19 8.8 Arbitration 19 8.9 Amendments 20 8.10 Waiver 20 8.11 Non-Merger 20 8.12 Independent Legal Advice 20 8.13 Entire Agreement 20 8.14 Successors and Assigns. 20 8.15 Severability 21 8.16 Governing Law 21 8.17 Counterparts 21 SCHEDULES Schedule A Proportions of the Holdings of the TT Shares Schedule 1.1(d) Assets of the Corporation Schedule 1.1(j) Closing Reorganization Schedule 3.2(e) Required Authorizations Schedule 3.2(i) Authorized and Issued Capital of the Corporation Schedule 3.2(m) Conduct of Business out of Ordinary Course Schedule 3.2(r) Liens Schedule 3.2(t) Leases and Leased Properties Schedule 3.2(u) Material Contracts Schedule 3.2(w) Liabilities Schedule 3.2(y) Employees Schedule 3.2(aa) Taxes SHARE PURCHASE AGREEMENT Share Purchase Agreement dated as of February 12, 2020 between Molori Energy Inc. (the “Purchaser”), TT Enterprises Inc. (the “Corporation”) and the persons identified at Schedule “A” attached hereto (collectively, the “Vendors” and each individually a “Vendor”);
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INDEMNIFICATION 16. Section 8.1. Indemnities by the Originator. 16 TABLE OF CONTENTS (continued) Page ARTICLE IX MISCELLANEOUS PROVISIONS 18 Section 9.1. Waivers; Amendments. 18 Section 9.2. Notices. 18 Section 9.3. Governing Law. 18 Section 9.4. Integration. 18 Section 9.5. Severability of Provisions. 18 Section 9.6. Counterparts; Facsimile Delivery. 18 Section 9.7. Binding Effect; Assignment. 19 Section 9.8. Costs, Expenses and Taxes. 19 Section 9.9. No Proceedings; Limited Recourse. 19 Section 9.10. Further Assurances. 19 Exhibit A Assignment Agreement Exhibit B Form of Supplement for Substitute Receivables Schedule I Originator Information Schedule II Lockbox Banks and Lockbox Account Information Schedule 5.2 Perfection Representations, Warranties and Covenants SALE AGREEMENT This SALE AGREEMENT, dated as of January 8, 2014 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between COMMERCIAL CREDIT GROUP INC., a Delaware corporation (the “Originator”) and CCG RECEIVABLES VI, LLC, a Delaware limited liability company (the “SPV”). The parties hereto agree as follows:
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INDEMNIFICATION 16. Section 6.5 Non-Liability of County Officials, Employees and Agents 17 Section 6.6 No Third Party Beneficiaries 17 Section 6.7 Notices, Demands and Communications 17 Section 6.8 Applicable Law 17 Section 6.9 Parties Bound. 17 TABLE OF CONTENTS (continued) Page Section 6.10 Attorneys’ Fees 18 Section 6.11 Severability 18 Section 6.12 Waivers 18 Section 6.13 Title of Parts and Sections 18 Section 6.14 Entire Understanding of the Parties 18 Section 6.15 Multiple Originals; Counterpart 18 EXHIBIT A: Legal Description of the Property on Virginia Avenue EXHIBIT B: Legal Description of the Property on Xxxxx 0xx Xxxxxx XXXX REVOCABLE GRANT AGREEMENT Xxxxxxxx Xxxxxx xxx Xxxxx 0xx Xxxxxx Apartments This SNHP Revocable Grant Agreement (the “Agreement”) is dated December 15, 2019, and is between the COUNTY OF CONTRA COSTA, a political subdivision of the State of California (the “County”), and HOUSING CONSORTIUM OF THE EAST BAY, a California non-profit public benefit corporation (“Grantee”).
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INDEMNIFICATION 16. Section 6.1.
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INDEMNIFICATION 16. PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT is made and entered into effective as of April 25, 2016 (the “Effective Date”), by and between Emerald Midstream, LLC, a Delaware limited liability company (“Seller”), and American Midstream Emerald, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are referred to herein individually as a “Party” and collectively as the “Parties.”
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INDEMNIFICATION 16. 1.1. YOU ARE LIABLE FOR ANY AND ALL USE OF THE SERVICE AND/OR DEVICE BY YOURSELF AND BY ANY PERSON MAKING USE OF THE SERVICE OR DEVICE, AND YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS IPITOMY AGAINST ANY AND ALL LIABILITY FOR ANY SUCH USE THAT FAILS TO COMPLY WITH THIS AGREEMENT. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS IPITOMY FROM ANY AND ALL CLAIMS AND/OR LIABILITY FOR DAMAGES, PERSONAL INJURY, DEATH, FINES, PENALTIES, COSTS, EXPENSES, LOSSES, LOST PROFIT, LOST REVENUE, PROPERTY DAMAGE, ATTORNEYS’ FEES, AND ANY AND ALL OTHER DAMAGES OF WHATEVER KIND AND NATURE RELATING TO OR ARISING OUT OF THE SERVICE, THE USE OF OR INABILITY TO USE THE SERVICE, THE ABSENCE, FAILURE OR OUTAGE OF THE SERVICE, THE INABILITY TO DIAL 911 OR E911 TO ACCESS EMERGENCY SERVICE PERSONNEL, THE INABILITY TO DIAL SECURITY, LAW ENFORCEMENT OR FIRE PREVENTION/ PROTECTION SERVICES OR SYSTEMS, THE DEVICE, THE USE OF AND/OR INABILITY TO USE THE DEVICE, THE INSTALLATION OF THE DEVICE, AND/OR THIS AGREEMENT UNLESS THE CLAIMS OR CAUSES OF ACTION ARISE FROM OUR GROSS NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT. . THIS SECTION SHALL SURVIVE THE AGREEMENT.
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Related to INDEMNIFICATION 16

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Indemnification - General The Company shall indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (a) as provided in this Agreement and (b) to the fullest extent permitted by applicable law in effect on the date hereof and as amended from time to time. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.

  • Indemnification; Exculpation Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Indemnification of the QIU Without limitation and in addition to its obligation under the other subsections of this Section 5, the Company agrees to indemnify and hold harmless Odeon, in its capacity as the QIU, its directors, officers, agents, partners, members and employees and each Controlling Person from and against any and all loss, liability, claim, damage and expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of Rule 5121 of the Rules of FINRA) in connection with the Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU. Notwithstanding the indemnification set forth in this Section 5.1.5, Odeon will undertake liability under Section 11 of the Exchange Act for acting as a qualified independent underwriter in connection with this Offering in compliance with FINRA Rule 5121(f)(12)(C).

  • Indemnification of NCPS From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by law, defend, indemnify and hold harmless NCPS and each director, officer, employee, attorney, agent and affiliate of NCPS (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Issuer and Broker whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.

  • Indemnification; Exoneration (a) In addition to amounts payable as elsewhere provided in this ARTICLE III, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Agent, each Issuing Bank and each Lender from and against any and all liabilities and costs which the Agent, such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the applicable Issuing Bank, as a result of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the applicable Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future DE JURE or DE FACTO Governmental Authority (all such acts or omissions herein called "GOVERNMENTAL ACTS").

  • Indemnification Matters The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

  • Indemnification and Liability A. Neither the Contractor, OSC, nor the State shall be liable for any delay or failure in performance beyond its control resulting from acts of war, hostility or sabotage; act of God; electrical, internet or telecommunications outage that is not caused by the obligated party; or government restrictions, or other force majeure. The parties shall use reasonable efforts to eliminate or minimize the effect of such force majeure events upon performance of their respective duties under this Agreement. If such event continues for more than 90 days, either party may terminate all or any agreed upon portion of the Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC.

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

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