INDEMNIFICATION 27 Sample Clauses

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INDEMNIFICATION 27. Section 10.1 Allocation of Liability 27 Section 10.2 Indemnification 27 Section 10.3 Limitation on Actions 28 Section 10.4 Procedure 29 Section 10.5 Reservation as to Non-Parties 30 Section 10.6 Reductions in Damages 30 Section 11.1 Tax Filings 30 Section 11.2 Current Tax Period Taxes 31 Section 11.3 Characterization of Certain Payments 31 Section 11.4 Other Tax Matters 31 Section 12.1 Notice 32 Section 12.2 Governing Law; Dispute Resolution 33 Section 12.3 Entire Agreement 34 Section 12.4 Binding Effect 34 Section 12.5 Amendments/Waivers 34 Section 12.6 No Third Party Beneficiaries 34 Section 12.7 Limitation on Damages 34 Section 12.8 Delivery of Records 35 Section 12.9 Specific Performance 35 Section 12.10 Severability 35 Section 12.11 Financial Statements 35 Section 12.12 Time of the Essence 35 Section 12.13 Counterparts/Fax Signatures 36 Appendix A - Definitions Exhibit A - Leases Exhibit B - ▇▇▇▇▇ Exhibit C - Contracts Exhibit D - Form of Assignment, Bill of Sale and Conveyance Schedule A-1 - Purchaser’s Knowledge Schedule A-2 - Seller’s Knowledge Schedule 3.2 - Allocated Values Schedule 3.4 - Imbalances Schedule 4.6 - Exceptions to Material Contracts Schedule 4.7 - Capital Projects Schedule 4.9 - Audits Schedule 4.12 - Calls on Production Schedule 4.14 - Indebtedness Schedule 4.15 - Financial Assurances and Guarantees Schedule 4.16 - Payout Status Schedule 4.17 - Rights in Third Parties Schedule 6.4 - Permitted Encumbrances and Defects This Purchase and Sale Agreement (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into on January 9, 2014 (the “Execution Date”), but effective as of the Effective Time, as defined below, by and among (i) Kodiak Oil & Gas (USA) Inc., a Colorado corporation (“Seller”), (ii) Emerald Oil, Inc., a Montana corporation, and (iii) Emerald WB LLC, a Colorado limited liability company (together with Emerald Oil, Inc., “Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
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INDEMNIFICATION 27. Indemnities by the Seller 27 Section 3.2 Indemnities by the Servicer 29 ARTICLE IV. ADMINISTRATION AND COLLECTIONS 29 Section 4.1 Appointment of the Servicer 29 Section 4.2 Duties of the Servicer 31 Section 4.3 Account Arrangements 31 Section 4.4 Enforcement Rights 32 Section 4.5 Responsibilities of the Seller 33 Section 4.6 Servicing Fee 33 Section 4.7 Authorization and Action of the Administratioor and Purchaser Agents 33 Section 4.8 Nature of Administrator’s Duties; Delegations of Administrator’s Duties; Exculpatory Duties 34 Section 4.9 UCC Filings 35 Section 4.10 Agent’s Reliance, Etc 36 Section 4.11 Administrator and Affiliates 37 Section 4.12 Notice of Termination Events 37 Section 4.13 Non-Reliance on Administrator, Purchaser Agents and other Purchasers; Administrator and Affiliates 37 Section 4.14 Indemnification 38 Section 4.15 Successor Administrator 38 ARTICLE V. MISCELLANEOUS 39 Section 5.1 Amendments, Etc 39 Section 5.2 Notices, Etc 39 Section 5.3 Successors and Assigns; Assignability; Participations; Replacement of Purchasers 40 Section 5.4 Costs and Expenses 43 Section 5.5 No Proceedings; Limitation on Payments 43 Section 5.6 Confidentiality 44 Section 5.7 GOVERNING LAW AND JURISDICTION 44 Section 5.8 Execution in Counterparts 45 Section 5.9 Survival of Termination 45 Section 5.10 WAIVER OF JURY TRIAL 45 Section 5.11 Entire Agreement 45 Section 5.12 Headings 45 Section 5.13 Right of Setoff 45 Section 5.14 Purchaser Groups’ Liabilities 45 Section 5.15 Sharing of Recoveries 46 Section 5.16 Defaulting Purchasers 46 Section 5.17 USA Patriot Act 47 Section 5.18 Release of Securities Interests 47 Section 5.19 Construction 47 Section 5.20 Interpretation; Accounting Terms and Principles 48 EXHIBIT I DEFINITIONS EXHIBIT II CONDITIONS OF PURCHASES EXHIBIT III REPRESENTATIONS AND WARRANTIES EXHIBIT IV COVENANTS EXHIBIT V TERMINATION EVENTS SCHEDULE I CREDIT AND COLLECTION POLICY SCHEDULE II LOCK-BOX BANKS, LOCK-BOXES AND LOCK-BOX ACCOUNTS SCHEDULE III [RESERVED] SCHEDULE IV PURCHASER GROUPS AND MAXIMUM COMMITMENTS SCHEDULE V PAYMENT INSTRUCTIONS SCHEDULE VI EXCLUDED OBLIGORS ANNEX A FORMS OF INFORMATION PACKAGE ANNEX B FORM OF PURCHASE NOTICE ANNEX C FORM OF PAYDOWN NOTICE ANNEX D FORM OF COMPLIANCE CERTIFICATE ANNEX E FORM OF LETTER OF CREDIT APPLICATION ANNEX F FORM OF TRANSFER SUPPLEMENT This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of September ...
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INDEMNIFICATION 27. Section 9.1........................................ Primary Servicer's Indemnity 27
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INDEMNIFICATION 27. Section 10.1 Allocation of Liability 27 Section 10.2 Indemnification 27 Section 10.3 Limitation on Actions 28 Section 10.4 Procedure 29 Section 10.5 Reservation as to Non-Parties 30 Section 10.6 Reductions in Damages 30 Section 11.1 Tax Filings 30 Section 11.2 Current Tax Period Taxes 31 Section 11.3 Characterization of Certain Payments 31 Section 11.4 Other Tax Matters 31
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INDEMNIFICATION 27. Section 6.1 Indemnification Obligations of the Seller 27 Section 6.2 Indemnification Obligations of the Buyer 28
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INDEMNIFICATION 27. Reinsurer's Obligation to Indemnify 27 Section 14.2. Ceding Company's Obligation to Indemnify 27 Page ARTICLE XV MISCELLANEOUS 28 Section 15.1. Currency 28 Section 15.2. Notices 28 Section 15.3. Amendments; Waiver 29 Section 15.4. Successors and Assigns; Third Party Beneficiaries 29 Section 15.5. Duty of Cooperation 29 Section 15.6. Submission to Jurisdiction 29 Section 15.7. Governing Law 29 Section 15.8. Entire Agreement 30 Section 15.9. Severability 30 Section 15.10. Counterparts 30 INDEX OF SCHEDULES Schedule 1.1A - Policy Forms Constituting the AFLIAC Contracts Schedule 1.1B - Economic Reserves Schedule 1.1C - Description of Separate Accounts INDEX OF EXHIBITS Exhibit A - Form of Periodic Report COINSURANCE AND MODIFIED COINSURANCE AGREEMENT This Coinsurance and Modified Coinsurance Agreement (together with the Schedules and Exhibits hereto, this "AGREEMENT"), dated as of May 1, 2013, is made by and between COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY, a life insurance company domiciled in the Commonwealth of Massachusetts (together with its successors and assigns, the "CEDING COMPANY"), COMMONWEALTH ANNUITY AND LIFE REINSURANCE COMPANY LIMITED, a reinsurance company domiciled in Bermuda and registered as a segregated accounts company under the Bermuda Segregated Accounts Companies ▇▇▇ ▇▇▇▇, as amended (the "SAC ACT") ("COMMONWEALTH RE"), acting in respect of its "general account" (as such term is defined in the SAC Act together with its successors and assigns, the "REINSURER").
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Related to INDEMNIFICATION 27

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Indemnification; Exculpation Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

  • Indemnification of the QIU Without limitation and in addition to its obligation under the other subsections of this Section 5, the Company agrees to indemnify and hold harmless Odeon, in its capacity as the QIU, its directors, officers, agents, partners, members and employees and each Controlling Person from and against any and all loss, liability, claim, damage and expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of Rule 5121 of the Rules of FINRA) in connection with the Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU. Notwithstanding the indemnification set forth in this Section 5.1.5, Odeon will undertake liability under Section 11 of the Exchange Act for acting as a qualified independent underwriter in connection with this Offering in compliance with FINRA Rule 5121(f)(12)(C).

  • Indemnification and Advancement of Expenses Subject to the exceptions and limitations contained in this Section 9.5, every person who is, or has been, a Trustee, officer, or employee of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a "Covered Person"), shall be indemnified by the Trust or the applicable Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof. No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by applicable federal law. The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Subject to applicable federal law, expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 9.5 shall be advanced by the Trust or the applicable Series prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 9.5. To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.

  • Indemnification of NCPS From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by law, defend, indemnify and hold harmless NCPS and each director, officer, employee, attorney, agent and affiliate of NCPS (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Issuer and Broker whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.