Default and Indemnification. 9.1 Any of below circumstances shall constitute a default of the Domestic Company under this Agreement:
Default and Indemnification. Tenant shall indemnify, protect, defend (by counsel reasonably acceptable to Landlord) and hold harmless the Indemnitees from and against any and all claims, causes of action, damages, penalties, obligations, demands, judgments, awards, settlements, deficiencies, suits, proceedings, fines, taxes, costs, liabilities, losses, costs and expenses (including without limitation, the fees and disbursements of attorneys and consultants) of any kind or nature, whether or not accrued or fixed, absolute or contingent, due or to become due, which are assessed against or incurred by any Indemnitee by reason of or arising out of or in connection with (a) Tenant’s and/or any Tenant Party’s breach of any representation, warranty or covenant in this Section or in Section 5.1 or (b) any actual or alleged presence, release or disposal of Hazardous Materials (including all Permitted Materials) by Tenant or any Tenant Party on, under or about the Premises, the Property or other nearby property during the Term. This indemnity shall include, without limitation, (i) the cost of any required or necessary notification, inspection, repair, removal, remediation, detoxification or other response action, and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the termination of this Lease, (ii) any diminution in the value of the Premises, the Building or the Property, and (iii) any increased marketing costs for the Premises or the Building. Neither the written consent by Landlord to the presence of Hazardous Materials (including Permitted Materials) on, under or about the Premises, nor the strict compliance by Tenant with all Environmental Laws shall excuse Tenant from Tenant’s indemnification obligation. Tenant’s indemnity shall survive the termination of this Lease.
Default and Indemnification. In case of any default by either Party, which has caused this Contract unable to be performed or fully performed, the defaulting Party shall be liable for such default; where both parties shall be in default, the parties shall assume their respective liabilities for such a default, as appropriate. Except as otherwise agreed herein, the non-defaulting Party shall be entitled to a claim to recover its losses arising from the default by, and from, the defaulting Party (including but not limited to legal fees, and attorneys’ fees).
Default and Indemnification. (a) The Parties acknowledge and agree that, notwithstanding anything in the Purchase Agreement, in the event of (i) an Owner or Lender default as a result of the sale or encumbrance of a material portion of the Assets to a party other than Buyer prior to a default by Buyer under this Agreement or the Closing Date (whichever occurs first) and the termination of the Purchase Agreement by Buyer pursuant to Section 16.1 thereof, in addition to the other rights, remedies and agreements provided in Section 16.1 of the Purchase Agreement, (A) Buyer shall be refunded (and MFG shall release to Buyer) any Extension Payment funded by Buyer pursuant to Paragraph 5 of this Amendment on or prior to the effective date of such termination, and (B) Owner and Lender shall refund to Buyer any Additional Costs and the Extension Consideration funded by Buyer to Owner and/or Lender pursuant to Paragraphs 7 and 8, respectively, of this Amendment on or prior to the effective date of such termination or (ii) any other Owner or Lender default that results in the termination of the Purchase Agreement pursuant to Section 16.1 thereof, in addition to the other rights, remedies and agreements provided in Section 16.1 of the Purchase Agreement, Owner and Lender shall refund to Buyer any Extension Payment (but not any Additional Costs and any Extension Consideration) funded by Buyer to Owner and/or Lender pursuant to Paragraphs 5 of this Amendment prior to the effective date of such termination.
(b) Section 16.2 of the Purchase Agreement is hereby deleted in its entirety and the following substituted in lieu thereof:
Default and Indemnification. Tenant shall be fully and completely liable to Landlord for any and all cleanup costs, and any and all other charges, fees, penalties (civil and criminal) imposed by any governmental authority with respect to Tenant's use, disposal, transportation, generation and/or sale of Hazardous Substances, in or about the Premises, Common Areas, or Building.
Default and Indemnification. 5.1 The shall indemnify and hold harmless NDTV against all claims; costs, damages and liabilities related to any breach or alleged breach of this Agreement by the .
Default and Indemnification. Unless otherwise set forth in this Agreement, either Party shall compensate for all the losses and damages the other Party suffered arising from its breach of this Agreement or its breach any of its representation and warranty herein.
Default and Indemnification. 1. The terms and conditions of this Agreement shall be enforceable by actions for specific performance or injunction in addition to any other remedies available at law or in equity, provided that the non-defaulting party provides due notice and an opportunity to cure to the defaulting party and the defaulting party fails to cure the breach within a reasonable time. Any failure or omission of the non-defaulting party to exercise any right or remedy provided herein shall not be deemed a waiver of such party’s right to enforce strictly the defaulting party’s obligations in any other instance. At least every six (6) months after the Effective Date of this Agreement, the Town shall review Developer’s progress with the Project. If, as a result of such review, the Town determines that Developer has committed a material breach of this Agreement, the Town shall serve a written notice thereof upon Developer setting forth with reasonable particularity the nature of the breach and the evidence supporting the finding and determination and providing Developer a reasonable time in which to cure the material breach. If Developer fails to cure the material breach within the time given, then, notwithstanding any provision hereof to the contrary, the Town unilaterally may terminate or reasonably modify this Agreement to accommodate Developer’s failure to perform hereunder. Notwithstanding the foregoing, the Town’s authority or discretion to enforce the terms of this Agreement, the rezoning of the Old Town Hall Property, or any other regulatory approval given with respect to the Project pursuant to the Town’s adopted ordinances, policies, or schedules of the Town of Xxxxxxx shall not be limited or affected by this Article V.
2. No action or failure to act by either party shall be deemed to constitute a waiver of any of its rights or remedies that arise out of this Agreement, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing.
3. Notwithstanding anything to the contrary herein, neither party shall be liable to the other for any failure to perform under this Agreement as a result of a force majeure, including acts of governmental authorities, embargoes, fire, flood, hurricanes, tornadoes, explosions, acts of God or a public enemy, strikes, labor disputes, vandalism, civil riots, or acts of terrorism; provided, such party (i) shall notify the other party promptly if the performanc...
Default and Indemnification. If either Seller or Purchaser defaults on any of the provisions of this agreement, the other party may terminate the agreement by giving written notice to the defaulting party. And each party may claim damages for termination from the other party, and the down payment shall be considered as the basis for damages unless otherwise agreed.
Default and Indemnification. (a) If all conditions and other events precedent to Purchaser's obligation to consummate the transactions contemplated by this Agreement have been satisfied or waived, but Purchaser nevertheless fails, refuses or is unable to consummate the purchase contemplated by this Agreement, then Seller's sole remedy shall be to retain the Deposit as Seller's full liquidated damages and terminate this Agreement, in which case all parties hereto shall be released of all further liability hereunder, and this Agreement shall become null and void and of no further force and effect, other than those indemnities contained in Sections 4 and 15 which, by their terms, survive the termination of this Agreement. In no event shall Seller have the right to bring suit for specific performance and/or for monetary damages for default against Purchaser or any other party.
(b) If Seller fails, refuses or is unable to consummate the transactions contemplated under this Agreement, then Purchaser shall either have the right to (i) bring suit for specific performance or (ii) terminate this Agreement and receive a return of its Deposit.
(c) Seller agrees to indemnify and hold Purchaser harmless from and against any and all liabilities, expenses, costs (including reasonable attorneys' fees) and claims whatsoever arising from any breach or default by Seller of any of its
