Subject to Section 16. 2 below and except to the extent caused by any matter against which Tenant has agreed to indemnify Landlord under this Lease, Landlord hereby agrees to indemnify, defend, and hold harmless Tenant and the other Tenant Parties from and against (and to reimburse Tenant and the other Tenant Parties) for any and all Claims to the extent arising from or in connection with (or alleged to arise from, to be in connection with) the gross negligence or willful misconduct of Landlord or any other Landlord Party. If any action or proceeding is brought against Tenant or any other Tenant Party by reason of any such Claim, upon written notice from Tenant, Landlord shall defend such action or proceeding at Landlord’s cost and expense by counsel reasonably approved by Tenant.
Subject to Section 16. 2, risk of loss shall transfer from the Supplier directly to the end customer or Subdistributor when the Products are delivered to such customer or Subdistributor in the local Territory. Title to the Products shall transfer from Supplier (or its Affiliate) to Distributor (or its Affiliate) at the time such Products are purchased by Distributor (or its Affiliate) from Supplier (or its Affiliate) hereunder.
Subject to Section 16. 1 above, Willxxxx xxxll timely report and pay any and all sales, use, income, gross receipts, excise, transfer, ad valorem or other taxes, and any and all franchise fees or similar fees assessed against it due to its construction, ownership or use of the System, provided that Grantee shall reimburse Willxxxx xxx its Pro-Rata Share of property taxes (including ad valorem, use, property, or similar taxes, franchise fees, or assessments that are based on the value of property or of a property right) attributable to the System, including taxes based on the value, operation, or existence of the System.
Subject to Section 16. 4.4 and the releases and disclaimers herein, including all the provisions set forth in Section 3.3.6, Developer’s indemnity obligation shall not extend to any Loss to the extent caused by:
Subject to Section 16. 1.9, the Lenders may deliver a copy of any financial statement or any other information relating to the business, assets or condition (financial and otherwise) of the Company and its Subsidiaries or the Guarantors which may be furnished to them under this Agreement or otherwise to any prospective or other Participant or Assignee to the extent reasonably required by such Participant or Assignee in connection with its interest or the proposed acquisition of an interest in the Credit or a Bid Loan or any Money Market Loans.
Subject to Section 16. 9(c), the following Sections of Article 16 may not be amended without the consent of the Lead Borrower: 118
Subject to Section 16. 2 hereof, from and after the Effective Date, except as otherwise herein specifically provided, each of the parties hereto shall defend, indemnify and hold harmless the other party and its Affiliates, successors and assigns, and their respective officers, directors, shareholders, partners and employees ("Indemnified Party"), from and against all losses, damage, liability and expense, including legal fees, but excluding punitive or consequential damages (including lost profits) ("Damages"), incurred thereby or caused thereto arising out of or relating to (i) any breach or violation of, or failure to properly perform, any covenant or agreement made by such Indemnifying Party (as defined in Section 16.2) in this Agreement, unless waived in writing by the Indemnified Party (as defined in Section 16.2); (ii) any breach of any of the representations or warranties made by such Indemnifying Party in this Agreement; or (iii) the gross negligence or willful misconduct of the Indemnifying Party; provided, however, that this subsection (iii) shall not apply to the extent such Damages are attributable to the gross negligence or willful misconduct of the Indemnified Party.
Subject to Section 16. 9 below, Landlord shall (a) maintain and operate the existing shared HVAC systems (that serve both the Premises and other areas of the Building) used for the Permitted Use only (“Base HVAC”) and (b) subject to Subsection 16.8(a), furnish such Base HVAC (via the existing shared HVAC systems that serve both the Premises and other areas of the Building) as reasonably required (except as this Lease otherwise provides) for reasonably comfortable occupancy of the Premises twenty-four (24) hours a day, every day during the Term, subject to casualty, eminent domain or as otherwise specified in this Article. Notwithstanding anything to the contrary in this Section, Landlord shall have no liability, and Tenant shall have no right or remedy, on account of any interruption or impairment in HVAC services; provided that Landlord diligently endeavors to cure any such interruption or impairment.
Subject to Section 16. 4(b), where Contract Designated Interests have been designated to a Designated Area, Shipper shall not be entitled to claim an Excused Event (Shipper) in respect of such Designated Area where (u) Shipper failed to procure a Contracting Owner Acknowledgment from the Contracting Owner in respect of the Contract Designated Interests applicable to such Designated Area; (v) the Contracting Owner Acknowledgment has been terminated or is of no further force and effect; (w) the Contracting Owner or Shipper is in breach of the terms of the Contracting Owner Acknowledgment; (x) Shipper is in default of the terms of the Long Term Agreement and the Contracting Owner is exercising remedies that adversely affect Shipper’s ability to purchase or offtake under the Long Term Agreement Crude Petroleum produced from the Contract Designated Interests applicable to such Designated Area; (y) where the Long Term Agreement has terminated, is otherwise in suspension, or that the Contracting Owner is subject to an Insolvency Event, such that Shipper is not entitled to arrange for the purchase or offtake of the Contracting Owner’s share of Crude Petroleum produced from the Contract Designated Interests applicable to such Designated Area; or (z) the Long Term Agreement has been amended or modified, such that Designated Interests applicable to the Long Term Agreement (together with Xxxxxxx’s other Designated Interests in such Designated Area) no longer support the Designated Area MVC for such Designated Area (each of the foregoing events in subsection (u) through (z) being hereafter referred to as a “Contract Designated Interests Material Event”). Shipper shall notify Carrier promptly upon the occurrence of a Contract Designated Interests Material Event including reasonable details of the circumstances pertaining to the Contract Designated Interests Material Event, and shall submit a quarterly officer’s certificate to Carrier certifying Shipper’s and the Contracting Party’s compliance under terms of all Contracting Owner Acknowledgments and all applicable Long Term Yes. N/A (shippers of Uncommitted Volumes are not required to designate facilities or mineral production interests) Section Rights and Obligations of Committed Shipper in Producer Requirements Contract TSA Applicable to Flex Service Term Applicable to Uncommitted Shipper/Uncommitted Service Agreements, as well, as, certifying that there has not occurred and, at the time the certificate is being delivered, there is not subsi...
Subject to Section 16. 1.1.1, good faith responses by the Indemnified Person to subpoenas and discovery requests or good faith testimony or affidavits given in the course of a Proceeding, in each case arising out of a Third Party Claim, will not be considered such a prejudicial act or omission of the Indemnified Person.
