Notice by Company The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this Article 10, but failure to give such notice shall not affect the subordination of the Notes to the Senior Debt as provided in this Article 10.
Indemnification by Company The Company shall, to the maximum extent permitted by law, indemnify and hold harmless each Holder participating in any Offering pursuant to this Agreement, any underwriter for such Holder and each person, if any, who controls (as defined in the Act) such Holder or such underwriter against any losses, claims, damages, liabilities, judgments, settlements, awards and expenses (including attorneys' fees) (each a "Loss" and collectively "Losses") to which such Holder or underwriter or controlling person may become subject under the Act or otherwise, insofar as such Losses are caused by, based upon, arise out of, or relate to, any untrue statement or alleged untrue statement of any material fact contained in the registration statement for such Offering, any prospectus contained therein, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company shall not be liable in any such case to the extent that any such Loss is caused by, is based upon, arises out of, or relates to, an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with written information furnished by such Holder or underwriter specifically for use in preparation of such registration statement, prospectus, amendment or supplement or if, in respect to such statement, alleged statement, omission or alleged omission, the final prospectus for such registration statement corrected such statement, alleged statement, omission or alleged omission and a copy of such final prospectus was not sent or given by or on behalf of such Holder at or prior to the confirmation of the sale of shares of Common Stock of such Holder with respect to which such Loss relates. The Company shall reimburse each such Holder, underwriter or controlling person for any legal or other expenses incurred by such Holder, underwriter or controlling person in connection with investigating or defending against any such Loss as incurred if such Holder, underwriter or controlling person has provided to the Company an undertaking to repay such reimbursed expenses if it is determined that such Holder, underwriter or controlling person was not entitled to indemnification hereunder.
Termination by Company The Company is authorized to terminate this Fee Agreement at any time with respect to all or part of the Project upon providing the County with thirty (30) days’ written notice; provided, however, that (i) any monetary obligations existing hereunder and due and owing at the time of termination to a party hereto (including without limitation any amounts owed with respect to Section 4.03 hereof); and (ii) any provisions which are intended to survive termination shall survive such termination. In the year following such termination, all property shall be subject to ad valorem taxation or such other taxation or fee in lieu of taxation that would apply absent this Fee Agreement. The Company’s obligation to make FILOT Payments under this Fee Agreement shall terminate in the year following the year of such termination pursuant to this section.
By Company The Company may terminate the Executive’s employment under this Agreement by giving Notice of Termination to the Executive: