Obligations and Indemnification Sample Clauses
The "Obligations and Indemnification" clause defines the responsibilities each party has under the agreement and establishes the circumstances under which one party must compensate the other for certain losses or damages. Typically, this clause outlines specific duties, such as compliance with laws or performance standards, and details the process for indemnification if a party's actions cause harm or legal claims against the other. Its core function is to allocate risk between the parties and provide a clear mechanism for addressing liability, thereby protecting both sides from unforeseen losses arising from breaches or misconduct.
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Obligations and Indemnification. A. The responsibilities and obligations of the Owner shall constitute a covenant running with the land, and shall be binding upon all present and subsequent owners, their administrators, executors, assigns, heirs, and any other successors in interest so long as they own an interest in the Property of any portion thereof served by the Facilities
B. The Owner agrees that it will not at any time dedicate the Facilities to the public, to public use or to THE CITY without THE CITY’s written consent, nor will it subdivide or convey the property without covenant providing that a proportionate share of the cost of maintenance and other costs associated with other of the obligations and duties contained herein runs with each subdivided part of the original tract or parcel of land.
C. The Owner, its successors and assigns shall indemnify and hold harmless THE CITY, its agents and employees for any and all damages, accidents, casualties, occurrences or claims which might arise or be asserted against THE CITY arising out of or resulting from the construction, presence, existence maintenance or use of the Facility.
D. The Owner shall notify THE CITY when the Owner transfers its interest in Property or any portion thereof. The Owner shall supply THE CITY with a duly executed copy of any document of transfer. The Owner agrees to notify THE CITY upon any change of legal address.
Obligations and Indemnification. Section 14.1 Retained Obligations 46 Section 14.2 Assumed Obligations 46 Section 14.3 Purchaser’s Indemnification 47 Section 14.4 Sellers’ Indemnification 47 Section 14.5 Limitation for Sellers’ Indemnification 47 Section 14.6 Notices and Defense of Indemnified Matters 48 Section 14.7 Certain Litigation 48
Obligations and Indemnification. Seller shall retain the following (the “Retained Obligations”):
(a) All Property Costs and other costs which are for the account of Seller pursuant to Article 2(a) or 0;
(b) Ad valorem, property, severance and other similar Taxes or assessments based upon or measured by the ownership or operation of the Assets or the production therefrom attributable to any period prior to the applicable Specified Date;
(c) Excluded Taxes; and
(d) All litigation relating to the Assets existing as of the applicable Specified Date.
Obligations and Indemnification. Section 14.1 Retained Obligations 46 Section 14.2 Assumed Obligations 46 Section 14.3 Purchaser’s Indemnification 47 Section 14.4 Sellers’ Indemnification 47 Section 14.5 Limitation for Sellers’ Indemnification 47 Section 14.6 Notices and Defense of Indemnified Matters 48 Section 14.7 Certain Litigation 48 ARTICLE 15 LIMITATIONS ON REPRESENTATIONS AND WARRANTIES Section 15.1 Disclaimers of Representations and Warranties 49 Section 15.2 Independent Investigation 50 Section 15.3 Survival 50 ARTICLE 16 MISCELLANEOUS Section 16.1 Expenses 50 Section 16.2 Document Retention 50 Section 16.3 Entire Agreement 51 Section 16.4 Waiver 51 Section 16.5 Publicity 51 Section 16.6 No Third Party Beneficiaries 51 TABLE OF CONTENTS (continued) Section 16.7 Assignment 51 Section 16.8 Governing Law 51 Section 16.9 Notices 52 Section 16.10 Severability 52 Section 16.11 Time of the Essence 53 Section 16.12 Counterpart Execution 53 Section 16.13 Liability and Obligations of Sellers 53 Section 16.14 Determinations by the Partnership 53 Section 16.15 Further Assurances 53 Section 16.16 Transfer Taxes 53
Obligations and Indemnification