By the Operator Clause Samples

By the Operator. (a) Subject to the following provisions of this clause 19.2, the Operator may not license, assign or novate this Agreement, its interest in the subject matter of this Agreement or any right under this Agreement (in this clause 19.2, “assign”): (i) without the prior written consent of ARTC, which consent is not to be unreasonably withheld; and (ii) unless on or before such assignment the assignee enters into a track access or other agreement with ARTC on such terms not inconsistent with this Agreement as ARTC may reasonably determine. (b) The Operator may without obtaining consent under clause 19.2(a)(i) assign this Agreement, its interest in this Agreement or any right under this Agreement to a related body corporate if on or before such assignment the related body corporate enters into a track access or other agreement with ARTC on such terms not inconsistent with this Agreement as ARTC may reasonably determine. (c) Subject to the Operator complying with the following provisions of this clause 19.2(c), the Operator may, sell, trade, or sub-licence (“Trade”) any Scheduled Train Paths (but not this entire Agreement) to a person who proposes to operate a Train using such Scheduled Train Paths (“Proposed Operator”): (i) All of the terms of proposed Trade of Scheduled Train Paths must be recorded in a written agreement (“Trade Agreement”), and must include at least the following terms: (A) the Proposed Operator must agree to be bound by all of the terms of this Agreement as if it were named as the Operator therein and must provide to ARTC evidence of its Accreditation under clause 7 of this Agreement; (B) the Proposed Operator must comply with all Instructions of ARTC as if the Proposed Operator was the Operator named in this Agreement; (C) the Proposed Operator indemnifies the Operator in respect of all of the Operator’s obligations and responsibilities under the Agreement; (D) the Proposed Operator must take out insurance on commercial terms sufficient to cover such indemnity; (E) the Operator appoints ARTC its attorney for the purposes of enforcing the Trade Agreement should ARTC in its absolute discretion determine that it wishes to take this action; (F) all recoveries by the Operator under the Trade Agreement which are in connection with any matter, act or thing in respect of which ARTC has suffered loss is to be held on trust for ARTC and is to be applied first in satisfaction of ARTC’s loss in the manner which ARTC in its absolute discretion determines;...

By the Operator. Subject to the following provisions of this clause 19.2, the Operator may not license, assign or novate this Agreement, its interest in the subject matter of this Agreement or any right under this Agreement (in this clause 19.2, “assign”):

By the Operator. The Operator shall indemnify, defend, save and hold harmless the Management Firm, its shareholders, officers, directors, employees, or agents from and against all demands, claims, actions, losses, damages, deficiencies, liabilities, costs and expenses (including, without limitation, attorney's fees, interest, penalties and all amounts paid in investigation, defense or settlement of any of the foregoing) asserted against or incurred by the Management Firm, its officers, directors, employees, or agents, in connection with, or arising out of, or resulting from a breach of any covenant, agreement, representation or warranty of the Operator; provided, however, the Operator shall not be required to provide indemnification hereunder in the event that the claim for which the indemnification has arisen results from a breach of a duty or obligation of the Operator under the Lease Documents that has been delegated to the Management Firm hereunder. The provisions of this Section shall survive the expiration or sooner termination of this Agreement.

By the Operator. The Operator states that the following facts are accurate and will continue to be accurate during this agreement: (a) The Operator has the power or the legal capacity to enter into this agreement and to perform the Operator’s obligations under this agreement. (b) The Operator is duly licensed, authorised, and certified by all applicable government and regulatory authorities to perform the Operator’s duties and obligations under this agreement. (c) The Operator has independently evaluated the desirability of participating in the Platform, and the Operator has not relied on any statement other than those stated in this agreement. (d) The Operator’s signing and performance of this agreement will not conflict with or violate (i) any order, judgment, or decree that applies to the Operator; or (ii) any agreement that applies to the Operator. (e) The Operator’s performance under this agreement, the Operator’s and the Operator’s models’ use of the Auriala Offerings, the Operator Offerings, and all other material, content, products, or services made available on, or linked to or from, an Operator Site or an Operator Store, will not: (i) invade the right of privacy or publicity of any person (including invasion of rights of celebrity); (ii) involve any defamatory, libelous, slanderous, obscene, indecent, or otherwise unlawful material; (iii) offer or promote prostitution or escort services; (iv) violate any applicable law, including Section 2257, 18 U.S.C. § 1591 (sex trafficking of children or by force, fraud, or coercion), and 18 U.S.C. § 2421A (promotion or facilitation of prostitution and reckless disregard of sex trafficking); or (v) otherwise infringe on the rights of any other person, including those of copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual-property rights, or engage in false advertising, unfair competition, violation of anti discrimination law, or violation of any other right of any person. (f) For each Operator Offering: (i) the Operator or the Operator’s models own or control all rights in the applicable Operator Offering, and the Operator’s has the right to grant the Company and its affiliates and service providers, and each of their and the Company’s respective licensees, successors, and assigns, the Operator License and rights granted in this agreement; (ii) the Operator Offering does not depict any person under 18-years old as of the date of production for that Operator Offering; (iii) the Operator ...

By the Operator. The Operator shall indemnify, defend and hold harmless Cube Value and/or its subsidiaries, officers, directors, employees, representatives, subsidiaries, related parties, affiliates, suppliers, merchants, independent contractors, partners, advertisers and agents from and against any and all actions, causes of action, claims, other liabilities, damages, losses, expenses (including attorneys' fees and court costs), costs and debt (“Claim 2”), that arise, directly or indirectly, in connection with: (a) the Operator’s negligent acts, omissions, intentional wrongdoing; (b) the Operator's violation of applicable laws, ordinances, regulations and rules; (c) the Operator's actual or alleged breach of Sections 3, 8, 10 or 13 of this Agreement; (d) any violation of third-party rights; or

By the Operator. (1) Subject to the following provisions of this clause 18.2, the Operator may not Assign this Agreement: (a) without the prior written consent of GWAN, which consent is not to be unreasonably withheld; and (b) unless on or before such Assignment, the assignee enters into a track access agreement or other agreement with GWAN on such terms not inconsistent with this Agreement as GWAN may reasonably determine. (2) The Operator may without obtaining consent under clause 18.2(1)(a) Assign this Agreement to a Related Body Corporate of the Operator if on or before such Assignment that Related Body Corporate enters into a track access agreement or other agreement with GWAN on such terms not inconsistent with this Agreement as GWAN may reasonably determine.

By the Operator. Operator shall indemnify, save, protect, defend and hold harmless the Manager and/or New Operator from and against all Losses, whether or not resulting from third-party claims arising from, out of, or relating to (i) the breach of any representation or warranty made by Operator in this Agreement; (ii) the breach of any agreement, covenant or obligation of Operator in this Agreement; (iii) Operator’s failure to pay any net Adjustment or Closing Adjustment due from it; (iv) the Retained Liabilities; and (v) the Operator's use, ownership and/or operation of the Center and the property on which the Center is located before the Commencement Date, in each case excluding claims to the extent arising from any breach, negligence or misconduct of Manager or New Operator hereunder.