INDEMNITIES AND COVENANTS Sample Clauses

INDEMNITIES AND COVENANTS. All representations, warranties, indemnities and covenants of Lessee contained in this Master Lease or any other document or certificate delivered pursuant hereto or thereto shall continue in full force and effect and shall survive notwithstanding the full payment of all amounts due hereunder or the expiration or earlier termination of this Master Lease in any manner whatsoever.
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INDEMNITIES AND COVENANTS. Indemnification of the Purchaser
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INDEMNITIES AND COVENANTS. (a) Pacific Lumber, Scotia Pacific and Salmon Creek (each, an "Indemnifying Party") hereby each agree to indemnify each of the other parties hereto, any subsidiary or affiliate companies of the other parties hereto, and their respective shareholders and members, and the Related Persons of any of the foregoing (the "Indemnified Parties") from and against any and all claims, demands, causes of action, expenses or liabilities (including reasonable attorneys fees and disbursements) of every kind and character (whether known or unknown, fixed or contingent, liquidated or unliquidated, secured or unsecured, cxxxxx or inchoate, accrued, absolute or otherwise), suffered or sustained, arising out of the activities or omissions of the Indemnifying Party under the Old Reciprocal Rights Agreement or this Agreement or the breach by the Indemnifying Party of any of the provisions of the Old Reciprocal Rights Agreement or this Agreement. Any Indemnified Party claiming a right of indemnity pursuant to this Section 9(a) shall notify the Indemnifying Party promptly of such claim after learning of the same. The Indemnifying Party shall have the right to defend the claim, and the Indemnified Party shall cooperate in the defense. If the Indemnifying Party does not defend the claim, the Indemnified Party may engage separate counsel and the Indemnifying Party shall pay the reasonable fees and expenses of such counsel. Neither Indemnifying Party shall have any obligation to pay for any settlement of a claim made without its consent. Notwithstanding the foregoing, the monetary obligations of Scotia Pacific under this Section 9(a) or any other provisions of this Agreement shall be payable solely from, and the parties acknowledge that such obligations are expressly limited to, Excess Funds as such term is defined in the Indenture) or other funds not subject to the Lien of the Deed of Trust (as those terms are defined in the Indenture).
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INDEMNITIES AND COVENANTS. The representations, warranties and indemnities set forth in this Agreement and any right to bring an action at law, in equity, or otherwise for any misrepresentation or breach of warranty under this Agreement shall survive for a period of three (3) years from the Closing Date. All post-closing covenants (including, without limitation, the obligation to pay contingent consideration pursuant to Section 2.2 above) shall survive the Closing for the period specified in this Agreement or, if not specified, for a period of three (3) years following the Closing Date. Indemnification Provisions for the Benefit of Purchaser. Seller agrees to indemnify and hold Purchaser, and their respective officers, directors and affiliates harmless from and against any and all Adverse Consequences (as defined below) that any of such parties may suffer or incur resulting from, arising out of, relating to, or caused by (i) the breach of any of Seller's representations, warranties, obligations or covenants contained herein, or (ii) the operation of the Business or ownership of the Assets on or prior to the Closing Date, including, without limitation, any claims or lawsuits based on conduct of Corporation, its employees or Seller occurring before the Closing. For purposes of this Article 10., the phrase "Adverse Consequences" means all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), obligations, taxes, liens, losses, expenses, and fees, including all attorneys' fees and court costs. In addition to and without limiting the foregoing, Seller agrees, from and after the Closing, to indemnify Purchaser from and against the entirety of any Adverse Consequences Purchaser may suffer resulting from, arising out of, relating to, in the nature of, or caused by any liability of for the unpaid taxes of any person or entity (including Seller) under United States Treasury Regulation Sec. 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. Indemnification Provisions for the Benefit of Seller. Purchaser agrees to indemnify and hold Seller harmless from and against any and all Adverse Consequences Seller may suffer or incur...
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INDEMNITIES AND COVENANTS 
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Related to INDEMNITIES AND COVENANTS

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

  • Warranties and Covenants In addition to the representations, warranties and covenants contained in this Agreement, the Seller hereby represents, warrants and covenants to the Issuer as follows on the Closing Date:

  • Other Agreements and Covenants 10.1 CMI will not market, sell, service, distribute or train for any product that is competitive with the Products except for CMI's own breath alcohol testing products.

  • WARRANTIES AND INDEMNITIES It is agreed that:

  • Agreement and Covenants The Investor shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing. Unless the Issuer receives written notification to the contrary at the Closing, the Issuer shall be entitled to assume that the preceding is accurate in all respects at the Closing.

  • Agreements and Covenants of the Company The Company hereby agrees and covenants to:

  • Conditions and Covenants All of the provisions of this Lease shall be deemed as running with the land, and construed to be “conditions” as well as “covenants” as though the words specifically expressing or imparting covenants and conditions were used in each separate provision.

  • Representations and Covenants In accordance with IRS Notice 2001-82 and IRS Notice 88-129, the Interconnection Customer represents and covenants that (i) ownership of the electricity generated at the Large Generating Facility will pass to another party prior to the transmission of the electricity on the CAISO Controlled Grid, (ii) for income tax purposes, the amount of any payments and the cost of any property transferred to the Participating TO for the Participating TO's Interconnection Facilities will be capitalized by the Interconnection Customer as an intangible asset and recovered using the straight-line method over a useful life of twenty (20) years, and (iii) any portion of the Participating TO's Interconnection Facilities that is a “dual-use intertie,” within the meaning of IRS Notice 88-129, is reasonably expected to carry only a de minimis amount of electricity in the direction of the Large Generating Facility. For this purpose, “de minimis amount” means no more than 5 percent of the total power flows in both directions, calculated in accordance with the “5 percent test” set forth in IRS Notice 88- 129. This is not intended to be an exclusive list of the relevant conditions that must be met to conform to IRS requirements for non-taxable treatment. At the Participating TO’s request, the Interconnection Customer shall provide the Participating TO with a report from an independent engineer confirming its representation in clause (iii), above. The Participating TO represents and covenants that the cost of the Participating TO's Interconnection Facilities paid for by the Interconnection Customer without the possibility of refund or credit will have no net effect on the base upon which rates are determined.

  • Additional Agreements and Covenants The parties further agree and covenant as follows:

  • Survival of Representations Warranties and Covenants Indemnification 15.1 Survival of Representations, Warranties and Covenants. All representations and warranties contained in this Agreement shall survive the execution and delivery hereof and the Closing hereunder, and, except as otherwise specifically provided in this Agreement, shall thereafter terminate and expire on the first anniversary of the Closing Date; provided, however, that the representations and warranties set forth in Sections 4.2 (fourth and fifth sentences only), 4.3, 4.4, 4.5, 4.7, 4.11, 5.3(c), 5.4, 5.7, 6.1(c)(ii), 6.1(d), 6.1(e), 6.1(f)(i) (second, third and fourth sentences only), 6.1(f)(iv), 6.1(g)(iii), 6.1(j), 6.1(k) (last sentence only), 6.1(o), 6.2(b)(i) (eighth sentence only), 6.2(c)(ii), 6.2(d), 6.2(e), 6.2(g)(iii), 6.2.(j), and 6.2(k) shall survive until the expiration of the applicable statute of limitations. The covenants and agreements made by each party in this Agreement and the other Transaction Documents will survive the Closing without limitation (except pursuant to their terms). Any representation, warranty or covenant that is the subject of a claim or dispute asserted in writing prior to the expiration of the applicable of the above-stated periods shall survive with respect to such claim or dispute until the final resolution thereof.

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