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) Vendor's Years in Business 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. FirstMerit Implied Value of One Share of FirstMerit Common Stock Common Stock Cash Consideration Common Stock 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 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) Opinion of Huntington’s Financial Advisor (page 61 and Annex B) The full text of the written opinion of Xxxxxxx Xxxxx, dated January 25, 2016, which sets forth assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this joint proxy statement/prospectus as Annex
Huntington. FirstMerit
Huntington. County has attended a mandatory Stellar Pathways program workshop.
Huntington may require that Loan advances be disbursed through a disbursing agent selected by Huntington and that disbursements be made directly to General Contractor, subcontractors and materialmen. In such event, interest shall accrue to Huntington from the time the Loan proceeds are advanced to the disbursing agent. Further, Huntington may, in lieu of the presentation of proofs of payment and Payment Receipts with the Requisition for the succeeding month, require the immediate presentation of proofs of payment, Payment Receipts, lien waivers and releases against the advance of Loan proceeds.
