Compliance with Law; Indemnity Sample Clauses

Compliance with Law; Indemnity. In conducting the Phase II Work Plan, Tenant, and Tenant’s agents, representatives, consultants, vendors and contractors shall comply with all Legal Requirements, shall provide at Tenant’s sole cost and expense cost an insurance certificate and copies of endorsements to all commercial general liability insurance policies being carried by Tenant and its contractors, naming Landlord as additional insured in a form reasonably acceptable to Landlord, and shall repair any damages to the Research Park and the Premises as a result of Tenant’s performance of the Phase II Work Plan by returning the Research Park and the Premises to at least the same physical conditions as it was prior to the Tenant’s and/or its agents, representatives, consultants, vendors and contractors activities. Tenant shall be responsible for all damages, liabilities or claims for property damage or personal injury and construction liens caused or created by Tenant and/or its agents, representatives, consultants, vendors and contractors in the conduct of such inspections and investigations and/or its agents, representatives, consultants, vendors and contractors. Tenant, its agents, representatives, consultants, vendors and contractors acknowledge and agree that they shall enter the Research Park and the Premises and conduct the Phase II Work Plan at their own risk and liability. Xxxxxxxx’s agent may (but shall not be obligated to) accompany during any entrance by Tenant or its agents, representatives, consultants, vendors and contractors onto the Research Park and the Premises. Additionally, Tenant’s inspections in connection with the Phase II Work Plan shall be conducted after not less than 48 hours prior written notice to Landlord, and during reasonably convenient hours as prescribed by Landlord, and in a manner so as to avoid any unreasonable interference with the business operations of the Research Park (including the Premises). Tenant shall indemnify and hold Landlord and Landlord’s agents, employees contractors and tenants harmless from losses, damages, costs, claims and expenses of any nature, including attorneys' fees, and from liability to any person, arising from the conduct of any and all inspections or any work authorized by Tenant on the Premises and the Research Park, which indemnity shall survive the expiration or earlier termination of the Lease.
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Compliance with Law; Indemnity. Licensee, and its officers, directors, members, employees, volunteers, invitees, servants, agents, representatives, contractors, subcontractors, successors and assigns (collectively “Licensee Indemnitors”), shall not do or permit any act or thing to be done upon the Property and/or in connection with this License which violates any governmental law, statute, code, rule, regulation, grant, ordinance or order, including those of any federal, state, county or Mansfield entity, commission, department, board, agency or official (collectively “Laws”). Licensee, on behalf of itself and all Licensee Indemnitors, shall indemnify, defend and hold Licensor and all Licensor Indemnitees harmless from and against any and all Claims which may be directly and/or indirectly imposed upon, incurred by or asserted against Licensor and/or any Licensor Indemnitee, (except for Claims arising solely out of the gross negligence, reckless and/or willful or intentional misconduct of Licensor and/or any Licensor Indemnitee), arising out of, related to and/or in connection with use and occupancy of the Property. Licensee shall obtain and maintain in force for the benefit of itself and Licensor general public liability insurance in the amount of not less than $1,000,000.00 combined single limit coverage against claims for bodily injury, death, or property damage.
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Compliance with Law; Indemnity. In using the Database, you are responsible for compliance with all local, state and federal laws, rules and regulations,
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Compliance with Law; Indemnity. Lessee covenants with Lessor that all of its operations pursuant to this Agreement shall be conducted in compliance with all applicable federal, state and local laws and regulations, including, without limitation, laws regulating the drilling and production of Oil and Natural Gas and Coalbed Methane, environmental laws, reclamation laws, conservation laws, labor and employment laws, wage payment laws, workers’ compensation laws and severance, production and ad valorem taxation laws. Lessee hereby covenants and agrees to indemnify, defend and hold harmless CONSOL Energy Inc. and all CEI Subsidiaries from and against any and all claims, demands, actions, threatened actions, governmental enforcement proceedings, costs (including reasonable attorneys’ fees) liabilities, fines, penalties, and other loss arising or resulting from (i) Lessee’s actual or alleged failure to comply with applicable laws, or (ii) injury to person or property (including the environment) actually or allegedly caused by or resulting from Lessee’s negligence or the negligence of Lessee’s agents or contractors.
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Compliance with Law; Indemnity. MP represents and warrants to AOL that all Products and Content displayed, offered, sold or distributed through the Affiliated MP Site and/or to AOL Purchasers, whether such Products are underwritten by MP or its affiliates or offered pursuant to a Co-Sponsorship arrangement, and all Placement Content, are and shall be in compliance with all applicable laws, rules and regulations and have been approved by all applicable regulatory authorities. MP shall defend, indemnify, save and hold harmless AOL and its officers, directors, agents, affiliates, distributors, franchisees and employees from any and all regulatory, legal or administrative claims, demands, liabilities, costs or expenses, including reasonable attorneys' fees, arising from the violation or alleged violation of any laws, rules, regulations or other regulatory, governmental or administrative restrictions governing the health insurance industry or otherwise related in whole or in part to insurance and/or the distribution, sale, negotiation, solicitation, marketing, promotion, advertising or provision thereof.
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Related to Compliance with Law; Indemnity

  • Compliance with Law, Etc No Loan Party or any of its Subsidiaries is in violation of (i) any of its Governing Documents, (ii) any Requirement of Law, or (iii) any material term of any Contractual Obligation (including, without limitation, any Material Contract) binding on or otherwise affecting it or any of its properties, and no default or event of default has occurred and is continuing thereunder.

  • Compliance with Law; Permits (a) The Company and its Subsidiaries are, and since March 1, 2011 have been, in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to or agreement with any Governmental Entity (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity legally required for the Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the Company’s Knowledge, threatened, except where such suspension or cancellation has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation or breach of, or default under, any Company Permit, except where such violation, breach or default has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

  • Compliance with Laws and Agreements Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

  • Compliance with Laws, Etc Comply, and cause each of its Subsidiaries to comply with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

  • Compliance with Laws Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Law (i) Neither the Assuming Institution nor any of its Subsidiaries is in violation of any statute, regulation, order, decision, judgment or decree of, or any restriction imposed by, the United States of America, any State, municipality or other political subdivision or any agency of any of the foregoing, or any court or other tribunal having jurisdiction over the Assuming Institution or any of its Subsidiaries or any assets of any such Person, or any foreign government or agency thereof having such jurisdiction, with respect to the conduct of the business of the Assuming Institution or of any of its Subsidiaries, or the ownership of the properties of the Assuming Institution or any of its Subsidiaries, which, either individually or in the aggregate with all other such violations, would materially and adversely affect the business, operations or condition (financial or otherwise) of the Assuming Institution or the ability of the Assuming Institution to perform, satisfy or observe any obligation or condition under this Agreement. (ii) Neither the execution and delivery nor the performance by the Assuming Institution of this Agreement will result in any violation by the Assuming Institution of, or be in conflict with, any provision of any applicable law or regulation, or any order, writ or decree of any court or governmental authority.

  • Compliance with Laws; Permits Parent and each of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2013, neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Litigation; Compliance with Law Except as disclosed, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

  • Litigation; Compliance with Laws (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • Compliance with Obligations Buyer must have performed and complied with all its covenants and obligations required by this Agreement to be performed or complied with at or prior to Closing (singularly and in the aggregate) in all material respects.

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