In consideration of the Buyer's execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in addition to all of the Company's other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Buyer and all of its affiliates, shareholders, officers, directors, employees and direct or indirect investors and any of the foregoing person's agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, other than with respect to Indemnified Liabilities which directly and primarily result from the gross negligence or willful misconduct of the Indemnitee. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
In consideration of and as a condition of the Employer employing the Employee and the Employer providing the Confidential Information to the Employee in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
In consideration of. Both Parties are joined by similar interests and objectives both, academically and culturally. That joint efforts in the areas of instruction, investigation and extension of technology and related sciences are necessary in order to contribute with the economical and social improvement of their nations as well as to bring them together. That due to their mission and objectives, universities shall look forward to establish appropriate communication channels that will allow scientific, technological and cultural exchanges. That both Parties are committed to similar objectives in areas that promote research, instruction and cultural diffusion. That both Parties are legally empowered to established cooperative agreements. We accede to establish a collaborative Agreement subject to the following stipulations: FIRST: The objective of this Agreement is to install the basis for a reciprocal cooperation that will allow the promotion and development of activities of mutual interest, such as faculty and student exchanges, research projects, as well as the exchange of academic and/or other information of mutual interest.
In consideration of. Borrower furnishing --------------- Confidential Information(as defined below) to the Banks, the Arranger, the Administrative Agent, the Syndication Agent and the Documentation Agents, (collectively, the "Recipients") and their respective directors, officers and employees (collectively, the "Representatives"), each Recipient agrees for itself that:
In consideration of the foregoing recitals and the mutual promises and covenants contained herein, Landlord and Tenant agree as follows:
In consideration of. 3.1.1. creating the Bespoke Model, the Customer shall pay to VUCITY the Bespoke Model Fee, within 30 days of receiving an invoice for the same. VUCITY shall invoice the Customer for the Bespoke Model Fee on or after the Customer’s order for the Bespoke Model; and
3.1.2. maintaining the Bespoke Model (which shall comprise carrying out a fly-over of the relevant geographical location at such intervals as VUCITY shall deem necessary), the Customer shall pay to VUCITY the Bespoke Model Maintenance Fee, within 30 days of receiving an invoice for the same. VUCITY shall invoice the Customer for the Bespoke Model Maintenance Fee annually for the duration that the Customer continues to have access to the Bespoke Model.
In consideration of and as a condition of the Members entering into this Agreement and other valuable consideration, the receipt and sufficiency of which is acknowledged, the Members agree as follows:
In consideration of. 1.1.1 the License Fee; and
1.1.2 your agreement to abide by the terms of this License;
In consideration of. BEING ALLOWED TO USE THE FACILITIES OF ELK MOUNTAIN SKI RESORT, INC. AT UNION Furthermore, I agree to the following terms:
1.) I understand that there are inherent and other risks in the sport of skiing, snowboarding, and other snow sliding activities, including the use of ski lifts and tows, (hereinafter referred to as “skiing”). These risks include, but are not limited to variations in the snow, steepness and terrain, ice and icy conditions, moguls, rocks, trees and other forms of forest growth or debris (above or below the surface), bare spots, lift towers, utility lines and poles, snowmaking equipment including pipes, hydrants, snow guns, hoses and other component parts, fences and the absence of fences and other forms of natural or man-made obstacles on and/or off designated trails, as well as collisions with equipment, obstacles or other skiers; trail conditions vary constantly because of weather changes and skier use. I understand that all of the inherent risks of skiing present the risk of injury, that skiing is a dangerous risk sport, and that all injuries can be serious and fatal. I HEREBY ACKNOWLEDGE, ACCEPT AND ASSUME THESE RISKS AND ALL OTHER RISKS THAT CAN AND DO EXIST IN THE SPORT OF SKIING.
2.) I agree that Elk Mountain makes no representation that all of its trails or lifts will be open on all days or nights on which the ski area is open, nor does it make any representation of any minimum number of trails or lifts which will be open, nor of the condition of the trails which are open.
3.) I agree that I will not participate in the sport of skiing or snowboarding while under the influence of drugs and/or alcohol.
4.) I agree that I grant Elk Mountain permission to utilize any photograph, videotape, motion picture, recording or other record of my use of its facilities for any legitimate purpose.
5.) I agree that I will abide and obey all notices as may be posted from time to time by management of Elk Mountain, which may pertain to my responsibilities as a skier.
6.) I agree that I will not ski out of control, out of bounds, too fast for conditions, recklessly engage in jumping, aerials, or any other dangerous activity, that may harm myself or other skiers. `
7.) I agree that I will ski only on authorized trails and slopes when marked as “open” and not ski off trails, in the xxxxx, or on unlit trails at night.
8.) I agree that I will not operate any motor vehicle including but not limited to snowmobiles, motorcycles, motor bikes, or A.T.V.’s o...
In consideration of your employment or continued employment by the Company,
