INDEMNIFICATION 44 Sample Clauses
The indemnification clause requires one party to compensate the other for certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this means that if one party is sued or incurs costs due to the actions or omissions of the other, the responsible party must cover those expenses, which can include legal fees, settlements, or judgments. This clause serves to allocate risk between the parties, ensuring that the party at fault bears the financial consequences of their actions and protecting the other party from unforeseen liabilities.
INDEMNIFICATION 44. Section 6.1
INDEMNIFICATION 44. Section 9.1. Survival 44
INDEMNIFICATION 44. 8.1 Survival of Covenants, Representations and Warranties 44 8.2 Indemnification by TWC 44 8.3 Indemnification by Genius 45 8.4 Procedures for Indemnification 45 8.5 Limitations on Indemnification 45 8.6 Remedies Cumulative 46
INDEMNIFICATION 44. L7.0 Performance Appraisal 45
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 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").
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 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 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 and existing under the laws of the State (including any successors and assigns, the “Comp...