Indemnity Letter Sample Clauses

Indemnity Letter. If the Borrower requests all or any portion of the funding of the Loan in Eurodollars on the Effective Date, the Administrative Agent shall have received an Indemnity Letter, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, indemnifying the applicable Lenders with respect to any requested funding in Eurodollar Loans on the Effective Date, such indemnity to be consistent with the provisions of Section 2.15 and otherwise reasonably satisfactory to the Administrative Agent and the Lenders.
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Indemnity Letter. The SACE Agent shall have received from the Eligible Contractor an indemnity letter (“Accordo di Manleva a Garanzia”), duly executed and delivered by SACE and the Eligible Contractor.
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Indemnity Letter. Ladies and Gentlemen: Reference is made to (i) that certain Form of Investor Rights Agreement, attached hereto as Exhibit A (the “Investor Rights Agreement”), to be entered into by Central European Media Enterprises Ltd., a Bermuda company (the “Company”), Xxxxxx X. Xxxxxx (“RSL”), RSL Savannah LLC, a Delaware limited liability company (“RSL Savannah”), RSL Investment LLC, a Delaware limited liability company, RSL Investments Corporation, a Delaware corporation, TW Media Holdings LLC, a Delaware limited liability company (“TW”), (ii) that certain Form of Irrevocable Voting Deed and Corporate Representative Appointment, attached hereto as Exhibit B (the “Voting Deed”) to be entered into by the Company, RSL, RSL Savannah and TW, (iii) the Subscription Agreement (the “Subscription Agreement”), dated March 22, 2009, by the Company and TW, (iv) that certain Form of Registration Rights Agreement, attached hereto as Exhibit C (the “Registration Rights Agreement”) to be entered into by the Company and TW and (v) the Letter Agreement (the “Sideletter”), dated March 22, 2009, by and between RSL and TW. The documents referenced in the preceding sentence, as each such document may be amended, supplemented, restated or otherwise modified from time to time, together with all documents referred to therein or contemplated thereby are referred to herein as the “Transaction Agreements” and the transactions contemplated thereby are referred to herein as the “Transaction”. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Investor Rights Agreement.
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Indemnity Letter. 29 Section 10.14. Mutual Indemnification Regarding Determination of Taxability . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Exhibit A Legal Description of Project Exhibit B Schedule of Personalty Exhibit C Schedule of Financing Documents Exhibit D Rent Roll Exhibit E Schedule of Service Contracts Exhibit F Real Estate Tax Xxxx Exhibit G Form of Assignment of Service Contracts and Assumption Agreement Exhibit H Form of Assignment of Tenant Leases and Assumption Agreement Exhibit I Form of Assignment and Assumption Agreement Exhibit J Form of Escrow Agreement Exhibit K Permitted Exceptions Exhibit L Form of Special Warranty Deed Exhibit M Form of Xxxx of Sale Exhibit N Form of Audit Letter Annex A Copy of Indemnity Letter PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT dated as of July 15, 1997 (as hereafter amended or supplemented by written agreement, this "Agreement"), by and between Windsor Park Apartments, Inc., an Illinois corporation, having its principal place of business at XXX Xxxxx, 000 Xxxxx Xxxxxx, 00 South, Xxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as the "Seller"), and Xxxxxx Residential Operating Partnership, L.P., a Georgia limited partnership, having its principal place of business at One Lincoln Centre, 0000 XXX Xxxxxxx, Xxxxx 000, Xxxx Xxx 00, Xxxxxx, Xxxxx 00000 (hereinafter referred to as the "Purchaser"):
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Indemnity Letter. The Purchaser and the Seller hereby acknowledge and agree that in contemplation of the execution and delivery of this Agreement and the transaction contemplated herein, the Seller and the Purchaser entered into an agreement (the "Indemnity Letter"), a true and correct copy of which is attached hereto as Annex A and made a part hereof. Capitalized terms used in the Indemnity Letter shall have the same meanings when used in this Agreement unless otherwise provided or the context clearly requires otherwise. In the event of any inconsistency between the provisions of this Agreement and the Indemnity Letter, this Agreement shall be controlling.
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Indemnity Letter. In the event of any inconsistency between this Agreement and the Indemnity Letter, the provisions of this Agreement shall supersede the Indemnity Letter and be controlling.
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Indemnity Letter. If a Borrowing is requested to be made on or before the second Business Day following the Effective Date, prior to or concurrently with the Borrower’s submission of the Borrowing Request for such Borrowing, the Administrative Agent shall have received a letter from the Borrower indemnifying the Lenders against any loss or expense incurred as a result of the Loans not being made in accordance with such Borrowing Request as a result of any action take or failed to be taken, by any Obligor.
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Indemnity Letter. Effective as of the date hereof, the Indemnity Letter between the Company and Executive in the form of Exhibit G to the Agreement prior to the amendment and restatement hereof shall be terminated and the Company and its subsidiaries and affiliates shall have no obligations thereunder.
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Indemnity Letter. E-mail Instructions From: Enter First and Last Name To: The Bank of New York Xxxxxx XX/NV, Luxembourg branch Vertigo Building – Polaris 0-0 xxx Xxxxxx Xxxxxxx L-2453 Luxembourg Date: Enter date. INDIVIDUAL INVESTOR We/I, Enter First and Last Name, residing at Enter Address, and with ☐ passport/☐ ID card number Enter ID or Passport Number and holder of the account(s) Enter Account Number or as listed in Annex 1 to this letter (if more than one account) with The Bank of New York Xxxxxx XX/NV, Luxembourg branch are writing to THE BANK OF NEW YORK XXXXXX XX/NV, LUXEMBOURG BRANCH in its capacity as transfer agent/registrar for C Worldwide (the “Fund”). We hereby request and authorize THE BANK OF NEW YORK XXXXXX XX/NV, LUXEMBOURG BRANCH to send the following documents to us by e-mail, for all: ☐ Statements ☐ Contract Notes ☐ Dividend Confirmation (together, the “Documents”). We hereby confirm that the Documents shall be sent by THE BANK OF NEW YORK XXXXXX XX/NV, LUXEMBOURG BRANCH to the following e-mail address: Enter Email Address  Should this e-mail address become invalid or unused, we hereby undertake to inform THE BANK OF NEW YORK XXXXXX XX/NV, LUXEMBOURG BRANCH by registered letter with two weeks’ prior written notice and to promptly provide THE BANK OF NEW YORK XXXXXX XX/NV, LUXEMBOURG BRANCH with a new e-mail address to be used for the purpose of sending the Documents. In addition, we hereby expressly authorize and instruct THE BANK OF NEW YORK XXXXXX XX/NV, LUXEMBOURG BRANCH to discontinue the sending of the Documents by fax. We: acknowledge that e-mail is not a secure, confidential or prompt means of communication and recognize and accept the associated risks pertaining to the sending of the Documents despite their confidential nature by e-mail including, without limitation, the risks of non-receipt or delay, the interruption of e-mail communication, the interference with the integrity of the e-mail communication, the risk of interception of e-mails and the loss of confidentiality; agree that THE BANK OF NEW YORK XXXXXX XX/NV, LUXEMBOURG BRANCH shall not be responsible or liable for any errors and omissions or losses, liabilities or damages which may be suffered or incurred by us solely as a result of THE BANK OF NEW YORK XXXXXX XX/NV, LUXEMBOURG BRANCH sending us the Documents by e-mail (except in the event of THE BANK OF NEW YORK XXXXXX XX/NV, LUXEMBOURG BRANCH’s gross negligence, fraud or wilful misconduct), including, but not limited to, los...
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Related to Indemnity Letter

  • Tax Indemnity Agreement The Tax Indemnity Agreement (Federal Express Corporation Trust No. N678FE), dated as of September 1, 1998, between the Lessee and the Owner Participant.

  • Indemnity Agreements (a) The Commission will execute and issue agreements of indemnity with each Federal agency subject to this subpart pursuant to the regulations in this part or such other regulations as may be issued by the Commission. Such agreements, as to any licensee, shall be effective on:

  • Indemnity Agreement The Indemnity Agreement Regarding Hazardous Materials made by the Borrower and Guarantors, in favor of the Agent and the Lenders, as the same may be modified, amended or ratified, pursuant to which each of the Borrower and the Guarantors agrees to indemnify the Agent and the Lenders with respect to Hazardous Substances and Environmental Laws.

  • Indemnity Escrow Agreement Sellers shall have executed and delivered to Buyer the Indemnity Escrow Agreement.

  • Indemnification Escrow Agreement A counterpart of the Indemnification Escrow Agreement executed by Buyer;

  • Indemnification Agreements Concurrently with the execution of this Agreement, the Company and the Executive shall enter into indemnification agreements, copies of which are attached hereto as Exhibit B-1 and Exhibit B-2.

  • Insurance Matters The Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to the Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.

  • Indemnification Agreement Contractor hereby agrees to indemnify and hold harmless the Owner, the State of Georgia and its departments, agencies and instrumentalities and all of their respective officers, members, employees and directors (hereinafter collectively referred to as the "Indemnitees") from and against any and all claims, demands, liabilities, losses, costs or expenses, including attorneys' fees, due to liability to a third party or parties, for any loss due to bodily injury (including death), personal injury, and property damage arising out of or resulting from the performance of this Contract or any act or omission on the part of the Contractor, its agents, employees or others working at the direction of Contractor or on its behalf., or due to any breach of this Contract by the Contractor, or due to the application or violation of any pertinent Federal, State or local law, rule or regulation. This indemnification extends to the successors and assigns of the Contractor. This indemnification obligation survives the termination of the Contract and the dissolution or, to the extent allowed by law, the bankruptcy of the Contractor. If and to the extent such damage or loss (including costs and expenses) as covered by this indemnification is paid by the State Tort Claims Trust Fund, the State Authority Liability Trust Fund, the State Employee Broad Form Liability Fund, the State Insurance and Hazard Reserve Fund, and other self-insured funds (all such funds hereinafter collectively referred to as the "Funds") established and maintained by the State of Georgia Department of Administrative Services Risk Management Division (hereinafter "DOAS") the Contractor agrees to reimburse the Funds for such monies paid out by the Funds.

  • Release and Indemnity Please read carefully. This Release and Indemnity section contains a surrender of certain legal rights. I hereby acknowledge and assume all of the risks of participating in the Event and agree as follows: • To the extent permitted by law, to release and not to xxx Operator, WTC, Triathlon Australia, any applicable federation, Event sponsors, Event organizers, Event promoters, Event producers, race directors, Event officials, Event staff, advertisers, administrators, contractors, vendors, volunteers, and all property owners and state, city, town, county, and other governmental bodies, and/or municipal agencies whose property and/or personnel are used and/or in any way assist in locations where the activities take place, and each of their respective parent, subsidiary and affiliated companies, assignees, licensees, owners, officers, directors, partners, board members, shareholders, members, supervisors, insurers, agents, employees, volunteers, contractors and representatives and all other persons or entities associated or involved with the activities (individually and collectively referred to in this Form as the “Released Parties”), with respect to any and all claims, liabilities, suits or expenses (including attorneys’ fees and costs) (collectively referred to in this Form as “claim” or “claim/s”) for any injury, damage, death, lost property, stolen property, disposed property, or other loss in any way connected with my enrollment or participation in the activities, including use of any equipment, facilities or premises, howsoever caused; negligence, whether passive or active, of the Released Parties; and/or any breach by the Released Parties of statutory duty. I understand I agree here to waive all claim/s I may have against the Released Parties and agree that neither I, nor my estate, heirs, assigns or beneficiaries nor anyone else acting on my behalf, will make a claim against the Released Parties for any injury, damage, death or other loss I may suffer. The aforementioned exclusion of liability shall not apply to damages caused by willful misconduct and gross negligence by Operator and to injuries to life, body or health due to intentional or gross negligent breach of duty by Operator or a person used to perform an obligation of Operator; and • To defend and indemnify (“indemnify” meaning protect by reimbursement or payment) the Released Parties with respect to any and all claim/s brought by or on behalf of me, my spouse, a family member, a co-participant or any other person, for any injury, damage, death, lost property, stolen property, disposed property, or other loss in any way connected with my enrollment or participation in the activities, including without limitation use of any equipment, facilities, or premises, howsoever caused; negligence, whether passive or active, of the Released Parties; and/or any breach by the Released Parties of statutory duty. This Release and Indemnity section includes but is not limited to claim/s for personal injury or wrongful death (including claim/s related to emergency, medical, drug and/or health issues, response, assessment or treatment), property damage, loss of consortium, breach of contract or any other claim, including claim/s resulting from the negligence of Released Parties, whether passive or active.

  • Insurance Indemnification A. The School agrees to provide the following proof of insurance:

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