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. 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. 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. 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. 1.4, Licensee may assign this Agreement as part of a sale, regardless of whether such a sale occurs through an asset sale, stock sale, merger or other combination, or any other transfer of (i) Licensee's entire business; or (ii) that part of Licensee's business that exercises all rights granted under this Agreement.
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. 9, the parties may jointly collaborate and participate in industry events, conferences, press releases and similar activities as mutually agreed on a case-by-case basis.
Subject to Section 16. 8, you can terminate this Agreement if we notify you of an increase to your fees or add new fees and you notify us that you are terminating this Agreement within 30 days of our notice. If you do not notify us in the required period, you are deemed to have accepted the fee changes.
