INDEMNIFICATION 16. 1.1. YOU ARE LIABLE FOR ANY AND ALL USE OF THE SERVICE AND/OR DEVICE BY YOURSELF AND BY ANY PERSON MAKING USE OF THE SERVICE OR DEVICE, AND YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS IPITOMY AGAINST ANY AND ALL LIABILITY FOR ANY SUCH USE THAT FAILS TO COMPLY WITH THIS AGREEMENT. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS IPITOMY FROM ANY AND ALL CLAIMS AND/OR LIABILITY FOR DAMAGES, PERSONAL INJURY, DEATH, FINES, PENALTIES, COSTS, EXPENSES, LOSSES, LOST PROFIT, LOST REVENUE, PROPERTY DAMAGE, ATTORNEYS’ FEES, AND ANY AND ALL OTHER DAMAGES OF WHATEVER KIND AND NATURE RELATING TO OR ARISING OUT OF THE SERVICE, THE USE OF OR INABILITY TO USE THE SERVICE, THE ABSENCE, FAILURE OR OUTAGE OF THE SERVICE, THE INABILITY TO DIAL 911 OR E911 TO ACCESS EMERGENCY SERVICE PERSONNEL, THE INABILITY TO DIAL SECURITY, LAW ENFORCEMENT OR FIRE PREVENTION/ PROTECTION SERVICES OR SYSTEMS, THE DEVICE, THE USE OF AND/OR INABILITY TO USE THE DEVICE, THE INSTALLATION OF THE DEVICE, AND/OR THIS AGREEMENT UNLESS THE CLAIMS OR CAUSES OF ACTION ARISE FROM OUR GROSS NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT. . THIS SECTION SHALL SURVIVE THE AGREEMENT.
INDEMNIFICATION 16. 11.1. Indemnification Obligations of the Parties. 16 11.2. Administration of Indemnification. 16 12.1. Governing Law. 18 12.2. Dispute Resolution. 18 12.3. Notices and Other Communications. 18 12.4. Governing Language. 19 12.5. Severability. 19 12.6. Further Assurances. 20 12.7. Expenses. 20 12.8. No Waiver. 20 12.9. Entire Agreement; Amendments. 20 12.10. Assignment. 20 12.11. No Agency. 20 12.12. No Beneficiaries. 20 12.13. Rights and Remedies Cumulative. 20 12.14. Counterparts. 21 Schedule 1.1 Definitions Schedule 2.3A Assigned Patents Schedule 2.3B Service Parts Schedule 2.3C Celution One Device Schedule 2.3D Celution One Consumables Schedule 4.1 JV Information and Documentation Schedule 4.2 JV Assets Schedule 6.1A Related Agreements Schedule 6.1B Acknowledgement Agreement Schedule 8.1A Products Schedule 8.1B Warranty Service and Celution One Support Schedule 9.2(a) Cytori Confidential Information Schedule 9.2(b) Olympus Confidential Information THIS JOINT VENTURE TERMINATION AGREEMENT (this “Agreement”) is entered into as of the Effective Date by and between Olympus Corporation, a corporation organized and existing under the laws of Japan (“Olympus”), and Cytori Therapeutics Inc., a company organized and existing under the laws of the State of Delaware, United States of America (“Cytori”). Olympus and Cytori are hereinafter also referred to collectively as the “Parties” and each individually as a “Party”.
INDEMNIFICATION 16. Section 6.1.
INDEMNIFICATION 16. 9.1 Baxter Indemnification 16 9.2 Guilford Indemnification 17 9.3 No Claim for Losses 17 9.4 Prompt Notice 17 9.5 Refund Due to Injunction 18 9.6 Not Binding 18 9.7 Additional Remedies 18 10.1 Catalog Listings 18 10.2 Baxter Promotion 18 10.3 Product Sales 18 10.4 Guilford Promotional Materials 19 10.5 Labeling 19
INDEMNIFICATION 16. Section 6.5 Non-Liability of County Officials, Employees and Agents 17 Section 6.6 No Third Party Beneficiaries 17 Section 6.7 Notices, Demands and Communications 17 Section 6.8 Applicable Law 17 Section 6.9 Parties Bound. 17 Section 6.10 Attorneys’ Fees 18 Section 6.11 Severability 18 Section 6.12 Waivers 18 Section 6.13 Title of Parts and Sections 18 Section 6.14 Entire Understanding of the Parties 18 Section 6.15 Multiple Originals; Counterpart 18 EXHIBIT A: Legal Description of the Property on Virginia Avenue EXHIBIT B: Legal Description of the Property on Xxxxx 0xx Xxxxxx This SNHP Revocable Grant Agreement (the “Agreement”) is dated December 15, 2019, and is between the COUNTY OF CONTRA COSTA, a political subdivision of the State of California (the “County”), and HOUSING CONSORTIUM OF THE EAST BAY, a California non-profit public benefit corporation (“Grantee”).
INDEMNIFICATION 16. 9.01 Indemnification 16 9.02 Limitation of Indemnification 16
INDEMNIFICATION 16. Section 8.1. Indemnities by the Originator. 16 Section 9.1. Waivers; Amendments. 18 Section 9.2. Notices. 18 Section 9.3. Governing Law. 18 Section 9.4. Integration. 18 Section 9.5. Severability of Provisions. 18 Section 9.6. Counterparts; Facsimile Delivery. 18 Section 9.7. Binding Effect; Assignment. 19 Section 9.8. Costs, Expenses and Taxes. 19 Section 9.9. No Proceedings; Limited Recourse. 19 Section 9.10. Further Assurances. 19 Exhibit A Assignment Agreement Exhibit B Form of Supplement for Substitute Receivables Schedule I Originator Information Schedule II Lockbox Banks and Lockbox Account Information Schedule 5.2 Perfection Representations, Warranties and Covenants SALE AGREEMENT This SALE AGREEMENT, dated as of January 8, 2014 (as amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between COMMERCIAL CREDIT GROUP INC., a Delaware corporation (the “Originator”) and CCG RECEIVABLES VI, LLC, a Delaware limited liability company (the “SPV”). The parties hereto agree as follows:
A. The Originator desires to sell or contribute to the SPV, and the SPV desires to purchase from the Originator, all of the Originator’s right, title and interest in, to and under the Sold Assets.
B. In consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:
INDEMNIFICATION 16. Section 6.1 Survival of Representations, Warranties, Covenants and Agreements 16 Section 6.2 Indemnification 17 Section 6.3 Indemnification Procedures 18
INDEMNIFICATION 16. 7.1 Survival. 16 7.2 Indemnification in Favour of the Purchaser 16 7.3 Indemnification in Favour of the Vendors 16 7.4 Limitations 17 8.1 Notices. 17 8.2 Time of the Essence. 18 8.3 Covenant on Brokers 18 8.4 Announcements 18 8.5 Third Party Beneficiaries. 18 8.6 Liability 18 8.7 Expenses 19 8.8 Arbitration 19 8.9 Amendments 20 8.10 Waiver 20 8.11 Non-Merger 20 8.12 Independent Legal Advice 20 8.13 Entire Agreement 20 8.14 Successors and Assigns. 20 8.15 Severability 21 8.16 Governing Law 21 8.17 Counterparts 21 Schedule A Proportions of the Holdings of the TT Shares Schedule 1.1(d) Assets of the Corporation Schedule 1.1(j) Closing Reorganization Schedule 3.2(e) Required Authorizations Schedule 3.2(i) Authorized and Issued Capital of the Corporation Schedule 3.2(m) Conduct of Business out of Ordinary Course Schedule 3.2(r) Liens Schedule 3.2(t) Leases and Leased Properties Schedule 3.2(u) Material Contracts Schedule 3.2(w) Liabilities Schedule 3.2(y) Employees Schedule 3.2(aa) Taxes Share Purchase Agreement dated as of February 12, 2020 between Molori Energy Inc. (the “Purchaser”), TT Enterprises Inc. (the “Corporation”) and the persons identified at Schedule “A” attached hereto (collectively, the “Vendors” and each individually a “Vendor”);
INDEMNIFICATION 16. PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT is made and entered into effective as of April 25, 2016 (the “Effective Date”), by and between Emerald Midstream, LLC, a Delaware limited liability company (“Seller”), and American Midstream Emerald, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are referred to herein individually as a “Party” and collectively as the “Parties.”
