By Operator. Notwithstanding the provisions of Paragraph 3 with respect to the depth to be drilled, Operator shall have the right to direct the stoppage of the work to be performed by Contractor hereunder at any time prior to reaching the specified depth, and even though Contractor has made no default hereunder. In such event, Operator shall reimburse Contractor as set forth in Subparagraph 6.4 hereof.
By Operator. The Operator may terminate this Agreement at any time by service of written notice to such effect on North America two (2) calendar quarters in advance of the effective date thereof and by complying with the applicable terms and conditions of this Paragraph XIV. During such period after notice but prior to actual termination, Operator shall not bid or accept any additional jobs without the written consent of North America.
By Operator. Operator represents and warrants to Sprint that:
By Operator. Operator shall indemnify, save harmless, and defend Owner, its Affiliates and their respective partners, agents, employees, managers, members, agents, contractors, subcontractors, Affiliates’ employees, officers, directors, invitees, successors and controlling persons and those banks and financial institutions providing financing for the Facility from and against any and all claims, suits, actions, legal proceedings, fines, demands, liabilities, costs and expenses of whatsoever kind or character, including, but not limited to property damage, personal injury and death, and all costs of investigation and defense including reasonable attorneys’ fees, disbursements and court costs (collectively referred to herein as “Losses”), to the extent that such Losses arise out of, relate to, result from or occur wholly or in part by reason of (a) the gross negligence, fraud or willful misconduct of Operator or its officers, directors, employees, agents, contractors, subcontractors and invitees in connection with, or incident to, this Agreement or the performance of Operator’s obligations hereunder or (b) any materials, equipment, chemicals and supplies that Operator brings on to the Facility site. Operator will not be required to indemnify Owner for Losses hereunder to the extent that any such Losses are caused by Owner or anyone acting on Owner’s behalf or under its instructions, including, but not limited to suppliers, vendors and the employees and agents of Owner or any such suppliers or vendors.
By Operator. In the event that Operator wishes to remove, relocate, resize, and/or reconfigure any Station, other than those Stations whose locations are fixed pursuant to the terms of a grant or sponsorship agreement, due to under- utilization or lack of profitability, it must notify MTC in writing, providing sufficient detail and description of the proposed relocation site and reasons therefore, prior to removal. Assuming that MTC does not disapprove the request within ten business days, Operator may remove, relocate, resize, and/or reconfigure the Station consistent with Operator’s notice of same to MTC and subject to local review and permitting requirements.
By Operator. The Operator, at its option, may declare this Lease Agreement terminated in its entirety, with no penalty to or further liability of Operator, upon the happening of any one or more of the following events:
By Operator. Operator shall indemnify, defend and hold harmless Owner and the Members, and all of their respective officers, directors, employees, agents and representatives, and their Affiliates (other than any Affiliate of Operator), from and against any and all Indemnifiable Expenses arising out of or resulting from (i) the gross negligence or willful misconduct of Operator or any contractor or subcontractor retained by it, or any its officers, directors, agents, employees or personnel of any of them, or (ii) a breach of this Agreement by Operator.
By Operator. Operator makes the following warranties, representations and covenants to Owner, which warranties, representations and covenants shall, unless otherwise stated herein, survive the Effective Date of this Agreement and continue to be true during the Term:
By Operator. To the extent that Owner shall not be fully covered by insurance and to the maximum extent permitted by law, Operator will indemnify, hold harmless and protect Owner, its partners and Affiliates, and their respective partners, members, shareholders, officers, directors, employees, managers, contractors and agents, including but not limited to Exxx Corporation, Portsmouth Square, Inc., and Chelsea Development Company (all of the persons indemnified under this Section 22.1 are referred to collectively as the “Owner Indemnified Parties”) from and against any and all claims, liabilities, losses, damages, costs and expenses including attorneys fees, court costs and litigation expenses (collectively, “Liabilities”) caused by, arising out of, or incurred in connection with (a) acts or omissions of (i) Operator, and (ii) agents or any other person for which Operator is legally responsible, constituting willful misconduct, violation of any Legal Requirements or breach of this Agreement, or (b) gross negligence of any corporate office personnel of Operator.
By Operator. In consideration of Operator’s Revenue Share, Operator hereby grants to Customer a worldwide, irrevocable, exclusive, royalty-free license to use the Touchpoint Software and Touchpoint Solution in furtherance of Customers business activities as related to the use, operation, management, and exploitation of the Customer App. All other rights are excluded from this Agreement and are retained by Operator.
