Indemnification 44 Sample Clauses

Indemnification 44. Section 14.2 Governing Law, Waiver of Right to Jury Trial, and Jurisdiction 44 Section 14.3 Successors and Assigns 45 Section 14.4 Waiver 45 Section 14.5 Arbitration 45 Section 14.6 Entire Agreement; Amendment 45 Section 14.7 Partial Invalidity 45 Section 14.8 Non-Substitution 46 Section 14.9 Further Assurances 46 Section 14.10 Counterpart Execution; Facsimile Signatures 46 Section 14.11 Waiver of Sovereign Immunity 46 Section 14.12 Notice 47 Section 14.13 Approvals 48 EXHIBITS EXHIBIT A List of Customers and Local Unit Facilities ...................................................... A-1 EXHIBIT B PPA Price - Electricity Rates and Escalation Adjustments..................................B-1 EXHIBIT C Plans and Specifications for Renewable Energy Projects ....................................C-1 EXHIBIT D Plans, Specifications and Local Unit Facility Warranty Duration Chart for Capital Improvement Projects ............................................................. D-1 EXHIBIT E Form of Local Unit License Agreement ..............................................................E-1 EXHIBIT F Notice Information for Customer......................................................................... F-1 EXHIBIT G Construction Performance Bond......................................................................... G-1 EXHIBIT H Initial List of Subcontractors............................................................................... H-1 POWER PURCHASE AGREEMENT (Somerset County Renewable Energy Program, Series 2011) THIS “POWER PURCHASE AGREEMENT (Somerset County Renewable Energy Program, Series 2011)” (including any amendments or supplements hereto from time to time in accordance with the terms hereof, this “Power Purchase Agreement”), dated as of August 1, 2011, is made by and among the SOMERSET COUNTY IMPROVEMENT AUTHORITY (including any successors and assigns, the “Authority”), duly created by resolution of the Board of Chosen Freeholders (“Board of Freeholders”) of the County of Somerset (the “County”), State of New Jersey (“State”) as a public body corporate and politic of the State pursuant to and in accordance with the provisions of the county improvement authorities law, constituting Chapter 183 of the Pamphlet Laws of 1960 of the State, and the acts amendatory thereof and supplemental thereto (as codified at N.J.S.A. 40:37A-44 et seq., the “Act”) and other applicable law, and SUNLIGHT GENERAL SOMERSET SOLAR, LLC, a limited liability company organized...
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Indemnification 44. L7.0 Performance Appraisal 45
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Indemnification 44. Section 9.1. Survival 44 Section 9.2. Indemnification by Seller 44 Section 9.3. Indemnification by Buyer 45 Section 9.4. Limitations on Liability 45 Section 9.5. Indemnification Procedures 46 Section 9.6. Payments; Set-off 48 Section 9.7. Mitigation 48 Section 9.8. Treatment of Payments 48 Section 9.9. Effect of Knowledge 48 Section 9.10. Materiality 48 Section 9.11. Sales and Use Tax Liabilities 49 ARTICLE X. MISCELLANEOUS 49 Section 10.1. Governing Legal Requirement 49 Section 10.2. Venue and Jurisdiction 49 Section 10.3. Notices 49 Section 10.4. Public Announcements 50 Section 10.5. Assignment 50 Section 10.6. Parties in Interest 50 Section 10.7. Bulk Sales Legal Requirements 50 Section 10.8. Severability 51 Section 10.9. Specific Performance 51 Section 10.10. Entire Agreement 51 Section 10.11. Waiver 51 Section 10.12. Amendments 51 Section 10.13. Counterparts 51 Section 10.14. Interpretation of Agreement 51 Section 10.15. Expenses 52 Schedule 2.3(b) Payoff Letters Schedule 7.8 Termination of Certain Agreements Schedule A Calculation of Closing Net Working Capital Schedule B Pre-Closing Statement STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is being entered into effective as of January 27, 2022, by and among Envigo Global Services Inc., a Pennsylvania corporation ("Buyer"), Inotiv, Inc., an Indiana corporation ("Parent"), and Orient Bio, Inc., a corporation formed in the Republic of Korea ("Seller").
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Indemnification 44. Section 6.1
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Related to Indemnification 44

  • 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.

  • 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.

  • Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • 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").

  • 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:

  • Escrow and Indemnification 50 8.1 Survival of Representations, Warranties and Covenants...........50 8.2 Indemnity.......................................................50 8.3

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

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