Huntington agrees to indemnify and hold harmless BISYS, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to BISYS' actions taken or omissions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to BISYS by Huntington, the administrator or custodian of the Funds; provided that this indemnification shall not apply to actions or omissions of BISYS in cases of its own bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties; and further provided that prior to confessing or settling any claim against it which may be the subject of this indemnification, BISYS shall give Huntington written notice of and reasonable opportunity to defend against said claim in its own name or in the name of BISYS. BISYS shall indemnify, defend, and hold Huntington harmless from and against any and all claims, actions and suits and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) resulting directly and proximately from BISYS' willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case a party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights he...
Huntington. Beach Agreement The agreement contemplated to be entered into between Poseidon and the City of Huntington Beach (“HB”) that grants HB the right to purchase 3,360 acre-feet/year at a discounted price.
Huntington. Prior right B&O engineers with seniority as such as of the effective date of this agreement will continue to have rights to claim regular positions in the Consolidated Terminal based on the existing equity arrangements. Unclaimed positions and vacancies will be protected by the Western Lines zone extra board.
Huntington. The Huntington National Bank.
Huntington. Vendor's Principal Place of Business (State) In what state is Vendor's principal place of business located? New York Vendor's Years in Business How many years has the business submitting this proposal been operating in its current capacity and field of work? Certification Regarding Entire TIPS Agreement
Huntington agrees to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any good faith action or inaction, or arising out of Custodian's performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by Huntington or the Trusts; provided however, that Huntington shall not indemnify Custodian for those Losses arising out of Custodian's own negligence or willful misconduct. This indemnity shall be a continuing obligation of Huntington, its successors and assigns, notwithstanding the termination of this Agreement.
Huntington. 50200B0each Intake Environment South Coast - South Palos Verdes Region; subtidal open Generation Intake Capacity Volume (MW) (MGD) 880 507 (1.919) Density Larvae (/1000m ) & # taxa entrained Fish density: 407 #taxa: 53 Crabs Most Abundant Entrained Species Gobies, *Anchovies Spotfin Croaker, White Croaker, Queenfish, Mitigation for Entrainment Impacts
Huntington. Amendment No. 1 to ESA Dated 5.26.20 Xxxx Xxxxxxx (Sep 11, 2020 09:18 CDT) Sep 11, 2020 EXHIBIT A PRICES AND TERMS Huntington’s Community Choice Power Supply Program Price by Rate Classification STANDARD PRODUCT [All Eligible Consumers will be enrolled in the standard product unless they opt-out.] Rate Class Price for Period 1* (August 2020 – January 2021) $/kWh Price for Period 2* (January 2021 – January 2024) $/kWh Residential $0.08898 $0.09534 Small C&I $0.08898 $0.09534 Med-Large C&I $0.08898 $0.09534 Streetlight $0.08898 $0.09534 *Rate includes Operational Adder of $0.000 per kWh [max allowed $0.001].
Huntington. FirstMerit Implied Value of One Share of FirstMerit Common Stock Common Stock Cash Consideration Common Stock January 25, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . $ 8.80 $15.37 $5.00 $20.14 April 21, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.22 $22.33 $5.00 $22.58 The merger agreement governs the mergers. The merger agreement is included in this joint proxy statement/ prospectus as Annex A. All descriptions in this summary and elsewhere in this joint proxy statement/prospectus of the terms and conditions of the mergers are qualified by reference to the merger agreement. Please read the merger agreement carefully for a more complete understanding of the mergers. The Huntington Board of Directors Recommends that Huntington Common Stockholders Vote “FOR” the Huntington Stock Issuance Proposal at the Huntington Special Meeting (page 40) The Huntington board of directors has approved the mergers, the stock issuance and the merger agreement, has determined that the merger agreement and the transactions contemplated thereby, including the mergers and the stock issuance, are advisable and in the best interests of Huntington, and recommends that Huntington common stockholders vote “FOR” the Huntington stock issuance proposal. For the factors considered by the Huntington board of directors in reaching its decision to approve the merger agreement, see “The Merger—Huntington’s Reasons for the Merger; Recommendation of the Huntington Board of Directors.” The FirstMerit Board of Directors Recommends that FirstMerit Common Shareholders Vote “FOR” the Adoption of the Merger Agreement and the Other Proposals Presented at the FirstMerit Special Meeting (page 45) The FirstMerit board of directors has determined that the mergers, the merger agreement, and the transactions contemplated by the merger agreement are advisable and in the best interests of FirstMerit and its shareholders, and has approved the merger agreement. The FirstMerit board of directors recommends that FirstMerit common shareholders vote “FOR” the FirstMerit merger proposal and “FOR” the other proposals presented at the FirstMerit special meeting. For the factors considered by the FirstMerit board of directors in reaching its decision to approve the merger agreement, see “The Merger—FirstMerit’s Reasons for the Merger; Recommendation of the FirstMerit Board of Directors.” Opinion of Huntington’s Financial Advisor (page 61 and Annex B) Opinion of Xxxxxxx, Xxxxx & Co. At a me...
Huntington. FirstMerit Implied Value of One Share of FirstMerit Huntington common stockholders and FirstMerit common shareholders are advised to obtain current market quotations for Huntington common stock and FirstMerit common stock. The market prices of Huntington common stock and FirstMerit common stock will fluctuate between the date of this joint proxy statement/ prospectus and the date of completion of the merger. No assurance can be given concerning the market price of FirstMerit common stock before the effective time of the merger or Huntington common stock before or after the effective time of the merger. Changes in the market price of Huntington common stock prior to the completion of the merger will affect the market value of the merger consideration that FirstMerit common shareholders will receive upon completion of the merger.
