Indemnity by Participants Sample Clauses

Indemnity by Participants. Each of the Participants agrees that they will severally (on a pro rata basis based on each Participant’s entitlement to receive the gross amount of the Claim Proceeds granted pursuant to the CVRs) indemnify and save harmless Trexs in respect of any reasonable third party legal fees and expenses incurred by Trexs and the reasonable compensation of all third party professionals and other advisers, agents or experts employed or retained by Trexs pursuant to this Agreement (to the extent not paid or reimbursed by the Company pursuant to Section 8.1 and without limiting the obligation of the Company to do so) (collectively, “Expenses”) save and except for any such Expenses incurred as a direct result of or in connection with the gross negligence or willful misconduct of Trexs. Notwithstanding the foregoing, a Participant shall have no liability to indemnify Trexs for any Expenses to the extent such Expenses relate to an action by Trexs hereunder where such Participant has given written notice to Trexs that it does not agree with or support such action. Any Participant who provides written notice to Trexs that it does not agree with or support any action taken by Trexs shall not be able to benefit from or participate in the proceeds or other results of any such action. To the extent Trexs claims indemnity pursuant to this Section
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Related to Indemnity by Participants

  • Narrow Participation Retirement Fund A fund established in Guernsey to provide retirement, disability, or death benefits to beneficiaries that are current or former employees (or persons designated by such employees) of one or more employers in consideration for services rendered, provided that:

  • Termination by Participant Participant may terminate the Agreement as follows:

  • Eligible Participants Families and individuals experiencing homelessness. For the purposes of the Program, families and individuals are considered to be homeless only when he/she/they lack(s) a fixed, regular and adequate nighttime residence and reside(s) in a place not meant for human habitation, such as cars, parks, sidewalks, abandoned buildings, motels, or other shelters, or for reference as further defined in 24 CFR Part 578.3 and 576.2.

  • Broad Participation Retirement Fund A fund established in The Bahamas to provide retirement, disability, or death benefits, or any combination thereof, to beneficiaries that are current or former employees (or persons designated by such employees) of one or more employers in consideration for services rendered, provided that the fund:

  • Termination of Participation If the Administrator determines in good faith that the Executive no longer qualifies as a member of a select group of management or highly compensated employees, as determined in accordance with ERISA, the Administrator shall have the right, in its sole discretion, to cease further benefit accruals hereunder.

  • Participants The Lender and its participants, if any, are not partners or joint venturers, and the Lender shall not have any liability or responsibility for any obligation, act or omission of any of its participants. All rights and powers specifically conferred upon the Lender may be transferred or delegated to any of the Lender's participants, successors or assigns.

  • Benefits of Contractor’s Employees The Contractor understands and agrees that they are solely responsible for shall be liable to all benefits that are provided to their employees, including but not limited to, retirement plans, health insurance, vacation time-off, sick pay, personal leave, or any other benefit provided.

  • Multiple Individual Retirement Accounts In the event the depositor maintains more than one Individual Retirement Account (as defined in Section 408(a)) and elects to satisfy his or her minimum distribution requirements described in Article IV above by making a distribution from another individual retirement account in accordance with Item 6 thereof, the depositor shall be deemed to have elected to calculate the amount of his or her minimum distribution under this custodial account in the same manner as under the Individual Retirement Account from which the distribution is made.

  • DETERMINATION OF DBE PARTICIPATION A firm must be an eligible DBE and perform a professional or technical function relating to the project. Once a firm is determined to be an eligible DBE, the total amount paid to the DBE for work performed with his/her own forces is counted toward the DBE goal. When a DBE subcontracts part of the work of its contract to another firm, the value of the subcontracted work may be counted toward DBE goals only if the subprovider is itself a DBE. Work that a DBE subcontracts to a non-DBE firm does not count toward DBE goals. A DBE subprovider may subcontract no more than 70% of a federal aid contract. The DBE subprovider shall perform not less than 30% of the value of the contract work with assistance of employees employed and paid directly by the DBE; and equipment owned or rented directly by the DBE. DBE subproviders must perform a commercially useful function required in the contract in order for payments to be credited toward meeting the contract goal. A DBE performs a commercially useful function when it is responsible for executing the work of the contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible, with respect to materials and supplies used on the contract, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself . When a DBE is presumed not to be performing a commercially useful function, the DBE may present evidence to rebut this presumption. A Provider may count toward its DBE goal a portion of the total value of the contract amount paid to a DBE joint venture equal to the distinct, clearly defined portion of the work of the contract performed by the DBE. Proof of payment, such as copies of canceled checks, properly identifying the Department’s contract number or project number may be required to substantiate the payment, as deemed necessary by the Department.

  • Eligibility for Group Participation This section describes eligibility to participate in the Group Insurance Program.

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