INDEMNITY ARTICLE XI MISCELLANEOUS Sample Clauses

INDEMNITY ARTICLE XI MISCELLANEOUS. (a) The Customer shall at all times hereafter indemnify and keep the Bank indemnified against all damages, losses and expenses whatsoever, legal or otherwise (including but not limited to all legal costs incurred by the Bank on a solicitor and client basis) which may be brought or made against or incurred by the Bank by reason or on account of any default in the payment of the Selling Price or any part thereof or any other amounts payable under this Agreement or under the other documents creating security for the Facility or the non-observance of all or any of the stipulations on the part of the Customer contained in this Agreement or the other documents creating security for the Facility or otherwise howsoever and such losses damages and expenses shall include but not be limited to such amount as the Bank may certify (such certification being accompanied by the basis and calculation of such amount and being conclusive and binding upon the Customer save for manifest error). (b) In addition to and without derogating from the above, if the Customer shall default in the payment of any Instalment on the Payment Dates or of any other moneys on the due date for payment thereof, the Customer shall on demand made by the Bank, pay to the Bank the actual loss incurred, suffered or sustained by the Bank resulting therefrom on incidental thereto. A statement by the Bank certifying the amount of loss thereof shall save for manifest error be conclusive and binding on the Customer.
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Related to INDEMNITY ARTICLE XI MISCELLANEOUS

  • ARTICLE IX MISCELLANEOUS 60 SECTION 9.01

  • Governing Law Miscellaneous This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

  • Term of Agreement Miscellaneous A. This Agreement shall continue in force until the date that all Indemnified Obligations have been paid or discharged. B. This Agreement shall be interpreted and the rights and liabilities of the parties hereto determined in accordance with the laws of the State of Arizona. C. This Agreement contains all the terms and conditions of the agreement between the Indemnitee and Indemnitor. The terms and provisions of this Agreement may not be waived, altered, modified or amended except in writing duly executed by the party to be charged thereby. D. Any notice shall be directed to the parties at the following addresses: If to Indemnitor: InnSuites Hospitality Trust 0000 X. Xxxxxxxx Xxxxxx Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Attention: President with a copy to: Xxxxx X. Xxxxxxx, Esq. Xxxxxxxx Xxxx LLP 0000 Xxx Xxxxxx 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 If to the Indemnitee: with a copy to: E. None of the parties to this Agreement shall have the right to assign, transfer, convey, and/or otherwise sell (or enter into any agreement to do the same), directly or indirectly, any interest it may have in or under this Agreement without first having obtained the written consent of the other party, which consent may be withheld in such other party’s sole and absolute discretion. F. Neither this Agreement nor any term hereof may be changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by the party against whom the enforcement of the change, waiver, discharge, or termination is sought or, in the case of a default, by the non-defaulting party. G. The captions and article headings included in this Agreement are for convenience only, do not constitute part of this Agreement, and shall not be considered or referred to in interpreting the provisions of this Agreement. H. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. The submission of a signature page transmitted by facsimile (or similar electronic transmission facility) shall be considered as an “original” signature page for purposes of this Agreement so long as the original signature page is thereafter transmitted by mail or by other delivery service and the original signature page is substituted for the facsimile signature page in the original and duplicate originals of this Agreement.

  • M iscellaneous 14.1. In the event of any inconsistency, discrepancy, misstatement or error appearing in translations of the particulars and the Online Terms and Conditions to any other language (if any), the Online Terms and Conditions in the English language shall prevail.

  • Indemnity Subrogation and Subordination Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrower or any other Grantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Secured Obligations (other than (i) contingent indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made; or (iii) Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Document. If any amount shall erroneously be paid to the Borrower or any other Grantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Grantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the Borrower) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

  • Governing Law and Miscellaneous Provisions The provisions of Article 7 of the Collateral Trust Agreement will apply with like effect to this Collateral Trust Joinder.

  • Indemnification, Exculpation and Insurance (a) Parent and Merger Sub agree that all rights to indemnification, exculpation, and advancement of expenses existing in favor of the current or former directors and officers of the Company as provided in the Company Organizational Documents, employment agreements, or elsewhere for acts or omissions occurring prior to the Effective Time, including in respect of the Merger Transactions, shall be assumed and performed by the Surviving Corporation and shall continue in full force and effect until the later of six years after the Effective Time or the expiration of the applicable statute of limitations with respect to any such claims against directors or officers of the Company arising out of such acts or omissions, except as otherwise required by applicable Law. (b) For six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain officers’ and directors’ liability and fiduciary liability insurance in respect of acts, errors or omissions occurring on or before the Effective Time, including in respect of the Merger Transactions, covering each such person currently covered by the Company’s officers’ and directors’ liability and fiduciary liability insurance policies on terms with respect to coverage and amount no less favorable than those of such policies in effect on the date hereof. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if, at or prior to the Effective Time, the Company or Parent (on behalf of the Surviving Corporation) shall purchase six (6) year prepaid “tail” policies on terms and conditions providing coverage retentions, limits and other material terms no less favorable than the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company with respect to matters arising at or prior to the Effective Time, except that the Company may not commit or spend on such “tail” policies annual premiums in excess of 300% of the annual premiums paid by the Company in its last full fiscal year prior to the date hereof for the Company’s current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (the “Base Amount”), and if such premiums for such “tail” policies would exceed 300% of the Base Amount, then the Company shall purchase policies that provide the maximum coverage available at an annual premium equal to 300% of the Base Amount. The Company shall in good faith cooperate with Parent prior to the Effective Time with respect to the procurement of such “tail” policies, subject to such policy being fully prepaid, including with respect to the selection of the broker, available policy price and coverage options. Parent shall cause the Surviving Corporation to maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. (c) In the event that Parent, the Surviving Corporation or any of its successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all its properties and assets to any Person then, and in each such case, Parent shall cause proper provision to be made so that the successor and assign of Parent or the Surviving Corporation assumes the obligations set forth in this Section 5.4.

  • Miscellaneous Matters A number of special points. We have identified each of these as important to ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .

  • GENERAL AND MISCELLANEOUS (a) Subject to applicable law, reasonable smoking and refreshments during hours of duty will be permitted in designated areas, provided an employee shall not leave the job to indulge in such smoking and refreshments without permission. (b) The Company agrees that there shall be no established maximum age limit in the hiring of employees. (c) As appropriate, staff shall be provided with customer contact uniforms or workwear to the specifications stated in the Company’s Uniform regulations without cost to the employee. Employees losing such garments shall be required to replace same at their own expense. When an employee leaves the service of the Company, such garments will be returned to the Company. Employees required to wear a uniform must report for the start of their shift in uniform. British Airways will assist in the laundering and cleaning of uniforms in the following manner: 1. Each affected employee will receive by December 15th of each year the sum of $250.00 to cover all cleaning and laundering costs incurred during the year. This amount will be pro-rated for employees who may have worked less than a full year. Employees assigned to Special Services will be eligible to receive such payment. 2. This allowance shall not apply to employees whose uniforms are presently being delivered or laundered at Company expense by an out- side cleaning service. Employees who wear uniforms which are laundered by the Company will be issued a minimum of five (5) shirts and two (2) pairs of trousers each week. 3. This reimbursement shall not apply to extraordinary expenses such as repairs or alterations. 4. British Airways reserves the right to change this procedure by contracting with a service which will provide cleaning and laundering of entire uniforms at Company expense. Such change would be made at the beginning of the calendar year. (d) A place shall be provided inside all Company shops and hangars marked “International Association of Machinists and Aerospace Workers” where Union notices of interest to the employees will be posted; however, no political circulars, propaganda or advertisements will be placed on these bulletin boards. (e) The Company shall provide each employee covered by this Agreement with a copy of the Agreement printed in a Union shop and bound in a convenient pocket-size booklet. (f) It is understood and agreed that the Company will not lock out any employee covered hereby, and the Union will not authorize or take part in any strike, or picketing of Company premises during the life of this Agreement, until the procedures for settling disputes as provided herein, and as provided by the Railway Labor Act as amended, have been exhausted. (g) The Chairperson of Shop Stewards across all Agreements shall be scheduled to work within the operation four hours per day. The other four hours, per day, of his/her work day he/she shall be considered over and above the normal requirements for that shift and he/she will be free to conduct union related affairs under the Agreements and in so doing will get clearance from his/her Section Head or his designee to enter work areas. However, it is understood that the provisions of Article I (b) will apply relative to such activities. For purposes of disciplinary hearings, an employee may request the Chairperson of Shop Stewards, provided the Chairperson is from the employee’s respective contract, or the Chief Shop Xxxxxxx from their respective contract to act as their representative. The representative will be released from duty to attend the hearing, subject to operational requirements, paid for lost straight time hours and, if required, provided with free space available travel in line with agreed pass policies. The hearing will be rescheduled as necessary until such time as the Company can release the representative from duty. (h) The IAM Negotiating Committee may consist of two employee representatives per contract. The President & Directing General Chairperson of District 142 will be the one who determines whether it will be one or two representatives per contract. British Airways will pay the wages of one (1) union representative per contract during negotiations, but not overtime. Expenses will be the responsibility of the IAM. When Shop Stewards or other employees wish to undertake union activities at the request of the IAMAW, the Company, subject to operational requirements and without pay, will endeavor to release them. (i) Any employee leaving the service of the Company will, on request, be furnished with a letter setting forth the individual’s qualifications and length of service. (j) If new equipment is put into service by the Company, employees shall be given every opportunity to become familiar with the new equipment without change in classification. (k) British Airways will handle Caledonian Airways flights that operate to JFK. At stations outside JFK manned by employees covered by this Agreement, BA will bid to handle Caledonian Airways on a competitive basis who will be free to accept the most competitive bid. Caledonian Airways flights to other destinations will not be handled by British Airways. Any charter flights operated by BA to manned on-line stations will be handled by employees covered by this Agreement. Flights into locations not manned by BA shall be handled at the Company’s discretion. (l) All Ops II qualified staff in Customer Service will be provided with route familiarization flights subject to Company requirements. The Company reserves the right to select the route to be flown. However every effort will be made to select the route which will provide the optimum amount of applicable experience. (m) Full-time employees will be permitted to engage in an outside profession, trade, or business while employed by British Airways. Full-time employees who wish to engage in outside profession, trade or business while employed by British Airways will be required to: (1) Provide to the People Department written notice of their secondary employer details (name of secondary employer/company, address and telephone contact, and number of hours regularly scheduled to work) prior to starting the new job/occupation. (2) Employees who are absent from work due to illness, short or long term disability or occupational injury may not engage in a secondary occupation without permission from the People Department.

  • Indemnity Agreement The Indemnity Agreement Regarding Hazardous Materials made by the Borrower and Guarantors, in favor of the Agent and the Lenders, as the same may be modified, amended or ratified, pursuant to which each of the Borrower and the Guarantors agrees to indemnify the Agent and the Lenders with respect to Hazardous Substances and Environmental Laws.

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