By Recipient. Subject to Section 6.2, Recipient shall indemnify, defend and hold harmless Provider and its Affiliates and its and their respective directors, officers, employees, agents and other representatives (collectively, the “Provider Indemnitees”) from and against all Losses that they, or any of them, may sustain or incur as a result of (i) the breach of any covenant made by Recipient in this Agreement or (ii) willful misconduct or actual fraud on the part of Recipient in connection with the performance of this Agreement.
By Recipient. Recipient may require that a Provider cease providing all or any part of the Services that such Provider is required to provide hereunder by providing notice to such Provider’s Nominated Representative which identifies the specific Services to be terminated and the date on which they must be terminated. Unless a shorter period is specified for a particular Service in Schedule A, notice of early termination by Recipient must be provided at least thirty (30) days prior to the effective date of such termination. Except as otherwise provided in Schedule A, with respect to the termination of a particular Service, within fifteen (15) days of receipt of such notice of termination, the applicable Provider shall provide written notice to Recipient if termination of the specified Services would require the termination of any other Services. Within fifteen (15) days of receipt of such notice from such Provider, Recipient shall have the option, upon written notice to Provider, to rescind its original cancellation notice.
By Recipient. This Agreement may be terminated at any time, by the Recipient, with or without cause, upon thirty (30) days written notice. Written notice of such termination must be sent to the IHCDA by certified mail, return receipt requested, postage prepaid. After mailing of such notice of termination, no new or additional liabilities shall be incurred without the prior written approval of the IHCDA.
By Recipient. Recipient represents and warrants that the following statements are true and correct as of the Effective Date and will continue to be true and correct for the duration of the term of this Agreement:
(a) Recipient has full right, power and authority to enter into and perform this Agreement without the consent of any third party; and
(b) Recipient will comply with all laws, regulations and ordinances applicable to its performance under this Agreement.
By Recipient. By: ------------------------------------- Name Title By ServiceCo: CENTERPOINT ENERGY SERVICE COMPANY, LLC By: ------------------------------------- Name Title EXHIBIT I COST ACCUMULATION AND ASSIGNMENT, ALLOCATION METHODS, AND DESCRIPTION OF SERVICES OFFERED BY SERVICECO TO RECIPIENT This document sets forth the methodologies used to accumulate the costs of services that may be performed by ServiceCo and to assign or allocate such costs to other subsidiaries and business units within the CenterPoint registered holding company system that receive services from ServiceCo. Cost of Services Performed ServiceCo shall maintain an accounting system that enables costs to be identified by Cost Center, Account Number or Capital Project ("Account Codes"). The primary inputs to the accounting system shall be payroll records for ServiceCo's employees, accounts payable transactions and journal entries. Charges for labor shall be made at the employees' effective hourly rate, including the cost of pensions, other employee benefits and payroll taxes. To the extent practicable, costs of services shall be directly assigned to the applicable Account Codes. The full cost of providing services shall also include certain indirect costs, e.g., departmental overheads, administrative and general costs, and taxes. Indirect costs shall be associated with the services performed in proportion to the directly assigned costs of the services or other relevant cost allocators. Cost Assignment and Allocation ServiceCo's costs shall be directly assigned, distributed or allocated to Recipients in the manner described below:
By Recipient. By: --------------------------------- Name Title By The Provider: By: --------------------------------- Name Title EXHIBIT I COST ACCUMULATION AND ASSIGNMENT, ALLOCATION METHODS, AND DESCRIPTION OF SERVICES OFFERED BY THE PROVIDER TO RECIPIENT The methodologies used to accumulate the costs of services that may be performed by the Provider and to assign or allocate such costs to other subsidiaries and business units within the CenterPoint registered holding company system that receive services from the Provider will be consistent with those set forth in Exhibit I to the CenterPoint Master Services Agreement.
By Recipient. Recipient agrees to indemnify and hold harmless Discloser from and against any and all costs, expenses, claims, demands, causes of action, damages, attorneys’ fees or judgments that arise out of or that may be imposed upon, incurred by, or brought against Discloser in any way relating to or arising out of: (i) a breach of this Agreement by Recipient; or (ii) the unauthorized use or disclosure of Confidential Information by Recipient, or its employees, agents or subcontractors.
By Recipient. Subject to Sections 5.4.3 and 5.4.4, Recipient shall waive any claim against Contributor for, and shall indemnify, hold harmless and defend Contributor against any claim, loss, damage or expense, including, without limitation, any and all reasonable attorneys’ fees and disbursements, asserted against or suffered by Contributor resulting from the following: (i) any breach by Recipient of this Agreement; (ii) any liability or obligation of Recipient which Contributor is not required to assume hereunder or accruing prior to such assumption, including, without limitation, any personal injury or property damage suffered in, on or about the Property or relating thereto occurring on or after the Closing (except that attributable to the negligence or intentional acts of Contributor or its agents, employees or representatives); or, (iii) the breach of any of the covenants, representations or warranties made by Recipient herein, including, without limitation, breach of the warranty contained in Section 7.22. Liability of Recipient to Contributor for Recipient’s default or breach of this Agreement resulting in Recipient’s failure to close the Escrow shall be governed by Section 7.1.
By Recipient. Recipient shall deposit or cause to be deposited into the Escrow at least one (1) business day before the Closing Date the following funds and documents:
a. Cash, a cashier’s check issued by a federally-insured financial institution or wire transfer to Title Company in an amount (less the Deposit previously delivered) sufficient to pay Recipient’s portion of the closing and escrow charges, costs, expenses and fees pursuant to Section 6.7 and also plus an additional amount to pay any sums due and owing to Contributor pursuant to Section 6.6.1;
b. Duplicate originals of the Assignment to each party;
c. Duplicate originals of the Lease Assignment;
d. A duly completed respective preliminary change of ownership report in accordance with Revenue and Taxation Code Section 480.3 for the Land; and,
e. Such other documents as the Title Company may reasonably request or as may be reasonably requested to effect the transaction contemplated by this Agreement or to facilitate the Closing. To the extent not delivered to Recipient as of the Closing Date, all original Property Documents shall be delivered to Recipient as of the Closing Date outside of Escrow.
By Recipient. Recipient shall indemnify, defend, and hold harmless Provider from and against, and shall promptly pay or reimburse Provider for, any and all Losses sustained or incurred by Provider relating to, arising out of or resulting from (i) the willful misconduct of Recipient in connection with this Agreement, or (ii) Recipient’s material breach of this Agreement.
