By Lessee. Lessee shall indemnify the Lessor, the Lessor’s Representative, and their Board members, directors, officers, employees, agents and authorized volunteers (the “Lessor Indemnitees”) against and will hold and save them and each of them harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm entity, corporation, political subdivision or other organization (collectively “Losses”) arising out of or in connection with the installation, operation or activities of Lessee, its agents, employees, subcontractors or invitees, provided for herein, whether or not there is concurrent passive or active negligence on the part of the Lessor Indemnitees for injury to or death of persons, including, but not limited to, employees of Lessee or Lessor, and damage or destruction of property, including, but not limited to, property of Lessee, any utility company or Lessor, or other loss or damage incurred by Lessor, but only to the extent caused by (A) the negligence, fraud or willful misconduct of Lessee, its agents, officers, directors, employees or contractors on or at the Premises or the Sites in connection with this Agreement or (B) the material breach by Lessee of any of its obligations under this Agreement, but excluding such actions, claims, damages to persons or property penalties, obligations or liabilities arising from the sole established negligence, fraud or willful misconduct of the Lessor, the Lessor’s Representative, or those who are directly responsible to them. In connection therewith: (a) Lessee will defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorney's fees incurred in connection therewith; and (b) Lessee will promptly pay any judgment rendered against Lessee, and/or the Lessor Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection with such installation, operations, or activities of Lessee hereunder and Xxxxxx agrees to save and hold the Lessor Indemnitees harmless therefore.
By Lessee. 1. Lessee covenants and agrees to indemnify and defend the District, and to hold the District and its Board, administrators, employees, and agents (“Indemnitees”) harmless from any and all losses, claims, suits, damages, and expenses (including reasonable attorneys’ fees, and collectively referred to as "Claim") arising from or in connection with any negligent or intentional acts or omissions of Lessee, its agents, employees, and consultants relating to Xxxxxx’s performance of its obligations under this Site Lease, unless it is determined by a court of competent jurisdiction that such Claim was caused by the sole negligence or willful misconduct of any Indemnitee.
By Lessee. Lessee shall indemnify, defend and hold harmless Lessor and the Lessor Indemnitees from and against any and all Losses suffered or incurred by any such party by reason of or resulting from (A) any Release on the Sites or Premises caused by Lessee or the Lessee Indemnitees or any Release on other property in the vicinity of the Sites or the Premises caused by Lessee or the Lessee Indemnitees to the extent any such Release impacts the Sites or the Premises; or (B) any environmental claim from any third party with regard to any violation or alleged violation of any Environmental Laws by Lessee or the Lessee Indemnitees or any actual, threatened or alleged Release affecting the Sites or the Premises by Lessee or the Lessee Indemnitees.
By Lessee. Lessee hereby represents and warrants to Lessor that: (a) Lessee is a public corporation and will do or cause to be done all things necessary to preserve and keep such organization and existence in full force and effect; (b) Lessee has been authorized to enter into this Agreement pursuant to a duly adopted resolution of Lessee's governing body or by other appropriate official action; (c) all legal requirements have been met, and procedures have been followed, by Lessee, including any applicable public bidding, in order to ensure the enforceability of this Agreement; (d) if the financing of Property pursuant to a Property Schedule hereunder is deemed tax-exempt, such Property will be used by Lessee only for essential governmental functions consistent with the scope of Lessee's authority and will not be used in a trade or business of any person or entity, by the federal government or for any personal, family or household use, and Lessee’s need for the Property is not expected to diminish during the term of the Agreement; (e) Lessee has funds available to pay Lease Payments until the end of its current appropriation period, and it intends to request funds to make Lease Payments in each appropriation period, from now until the end of Lease Term; (f) Lessee will comply at all times with all applicable requirements of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to, if the financing of Property pursuant to a Property Schedule hereunder is deemed tax-exempt, the registration and reporting requirements of Section 149 of the Code to maintain the federal tax-exempt status of such transaction; and (g) Lessee will maintain a system with respect to this Agreement, which tracks the name, and ownership interest of each assignee who has both the responsibility for administration of, and ownership interest in this Agreement.
By Lessee. Lessee represents and warrants to Lessor that:
By Lessee. Lessee shall indemnify and hold harmless the Lessor from and against any and all liabilities arising from or in connection with all of the following: (a) the Premises and/or any operations or activities thereon during the Term and after the Term for so long as Lessee, or any Person holding through or under Lessee, remains in possession of the Leased Premises; (b) any act, omission, negligence, or misconduct of Lessee and/or any of Lessee’s officers, directors, employees, partners, members, agents, contractors, invitees, or Sublessees; (c) any accident, injury or damage (including death) occurring in, at or about the Leased Premises during the Term and after the Term for so long as Lessee, or any Person holding through or under Lessee, remains in possession of the Premises; (d) any breach or default by Lessee under this Lease; (e) any claims made by Subtenants during or after the Term (including claims for return of security deposits and prepaid rent); and (f) any holdover by Xxxxxx, or by any Person(s) holding through Lessee, after the Expiration Date. Xxxxxx agrees to notify Xxxxxx promptly in writing of any such claim presented to Lessor or action commenced against Xxxxxx and permit Xxxxxx to defend or settle the same. Xxxxxx agrees to cooperate with Xxxxxx in any way reasonably requested by Xxxxxx, but at Xxxxxx's expense, to enable Xxxxxx to defend against any such claims. Lessor reserves the right to join in any action at its cost and expense when it determines there is an issue involving a significant public interest.
By Lessee. Lessee shall have the right, at any time and from time to time, to surrender and terminate this Agreement by providing to Lessor written notice of such surrender. The termination shall take effect upon the date notice is given. Upon such termination, Lessee’s right, title, interest and obligations with respect to the Property shall terminate, except as provided in this Agreement to the contrary. All Payments which have accrued as of the date of termination shall be payable to Lessor by Lessee. Partial termination of select claims is not allowed without Lessors written consent.
By Lessee. Lessee may immediately terminate this Agreement in the event Lessor fails to observe or fulfill any term, condition and/or provision of this Agreement and such failure is not corrected within 30 days after written notice by Lessee.
By Lessee. (a) Subject to all appropriate government approvals, including the Federal Communications Commission ("FCC"), the Leased Premises may be used only for activities related to the operation of radio broadcast stations. Such operations, shall be conducted in accordance with the standards imposed by the FCC and any other governmental body with authority over such transmission and operations.
By Lessee. Lessee has entered into one or more loan agreements (the “Agreement(s)”) which will be secured as more fully described in the Agreement(s). Lessee warrants and represents that it will provide a true and correct copy of said Agreement(s) to TCAC as part of TCAC’s placed in service review, for which the issuance of the IRS Form 8609 shall constitute approval.
