INDEMNITY COVENANT Sample Clauses

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INDEMNITY COVENANT. 2.1 The Buyer covenants with the Seller that the Buyer [and its successors in title to the Lease] will comply with: 2.1.1 the Covenants; and 2.1.2 the landlord’s obligations in the Tenancy Documents5 and will indemnify the Seller against all actions, claims, demands and proceedings taken or made against the Seller and all costs, damages, expenses, liabilities and losses incurred by the Seller arising from their breach.
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INDEMNITY COVENANT. The City shall be liable to EGAB for and indemnify and save harmless EGAB, its agents and employees from and against any and all losses, liabilities, claims, suits, actions, demands, expenses, damages and costs (including solicitor and client costs) which may be brought or made against EGAB or which EGAB may pay or incur and which arise out of or in connection with: [ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. a) any breach, violation or non-performance by the City of its covenants or obligations pursuant to this Agreement; b) any personal injury or property damage resulting from the performance of the City’s delivery obligations of Acceptable Feedstock; or c) any personal injury or property damage as a result of any Unacceptable Feedstock delivered to the Biofuels Facility by the City; except where such liability arises out of the negligence or willful misconduct of EGAB, its servants, agents or employees.
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INDEMNITY COVENANT. The Vendor shall provide on Closing an Indemnity Covenant as set out in Schedule "L".
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INDEMNITY COVENANT. The Transferee for the purpose of providing the Transferor a full and sufficient indemnity but not further or otherwise covenants with the Transferor that the Transferee and persons deriving title under the Transferee will: (i) at all times from the date of this Transfer perform and observe the covenants restrictions stipulations conditions declarations reservations and other matters subject to which the Property is transferred including those matters set out at clause 11.2 above so far as the same are in existence and relate to the Property and are enforceable; (ii) at all times from the date of this Transfer until lawfully released perform and observe the covenants on the part of the landlord contained in the Lease and the Ancillary Occupational Documents; and (iii) will indemnify and keep indemnified the Transferor from and against all losses actions claims demands expenses proceedings and liability in any way relating to a failure to observe and perform such matters from the day of this Transfer.
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INDEMNITY COVENANT. EGAB shall be liable to the City for and indemnify and save harmless the City, its agents and employees from and against any and all losses, liabilities, claims, suits, actions, demands, expenses, damages and costs (including reasonable solicitor and client costs) which may be brought or made against the City or which the City may pay or incur and which arise out of or in connection with: a) any of the rights, licenses or privileges granted to EGAB pursuant to this Agreement; [ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. b) any breach, violation or non-performance by EGAB of its covenants or obligations pursuant to this Agreement; c) any personal injury or property damage resulting from the operation of the Biofuels Facility in a manner that does not comply with the terms of this Agreement; or d) any disposal or sale of Alcohol Products or Residuals, except where such liability arises out of the negligence or willful misconduct of the City, its servants, agents or employees, or results from Unacceptable Feedstock delivered to the Biofuels Facility by the City. EGAB shall be responsible for any damage to the Biofuels Facility or injury or death of any EGAB personnel caused by Hazardous Material while the Hazardous Material is in the area and control of EGAB, except if such Hazardous Material was included in Feedstock delivered to the Biofuels Facility by the City.
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INDEMNITY COVENANT. Subject to the provisions of this Schedule, the Vendor shall indemnify, defend and hold harmless and keep indemnified the Purchaser (for itself and as trustee on behalf of each member of the Purchaser Group) against all and any Environmental Losses incurred, suffered or sustained by any of them to the extent that such Environmental Losses are a result of a Pre-Completion Condition.
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INDEMNITY COVENANT. With the object and intention of affording to the selling BEG Entity a full and sufficient indemnity, but not further or otherwise, the Station Purchaser will covenant and undertake in the Site Transfer or if the Station Purchaser or selling BEG Entity shall reasonably so require in a separate deed of covenant (or in the case of any Site Transfer relative to one of the Scottish Stations, such agreements or deeds or undertakings or Deed of Conditions as appropriate and as agreed between the selling BEG Entity and the **** indicates information which has been omitted and filed separately with the Commission Station Purchaser) to comply with all matters subject to which the land comprised in the relevant Site Transfer is sold, including, without limitation: 2.1.1 the matters referred to in the applicable Property Documents; 2.1.2 the obligations arising under the applicable Leases; 2.1.3 the obligations arising under the applicable Occupational Leases; 2.1.4 the obligations arising under the applicable Property Agreements; and 2.1.5 in the case of the Scottish Stations, in addition, all burdens, obligations, conditions, restrictions, servitudes, wayleaves and rights of way affecting that Scottish Station, after the date of the Site Transfer insofar as they relate to the land comprised in the relevant Site Transfer and are binding on the selling BEG Entity and are still subsisting and capable of taking effect.
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Related to INDEMNITY COVENANT

  • Confidentiality Covenant You acknowledge that your employment by the Company will, throughout the term of your employment, bring you into close contact with many confidential affairs of the Company, its affiliates and third parties doing business with the Company, including information about costs, profits, markets, sales, products, key personnel, pricing policies, operational methods, technical processes and other business affairs and methods and other information not readily available to the public, and plans for future development. You further acknowledge that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character. You further acknowledge that the business of the Company and its affiliates is international in scope, that its products and services are marketed throughout the world, that the Company and its affiliates compete in nearly all of its business activities with other entities that are or could be located in nearly any part of the world and that the nature of your services, position and expertise are such that you are capable of competing with the Company and its affiliates from nearly any location in the world. In recognition of the foregoing, you covenant and agree: 8.1.1. You shall use all reasonable efforts to keep secret all confidential matters of the Company, its affiliates and third parties and shall not disclose such matters to anyone outside of the Company and its affiliates, or to anyone inside the Company and its affiliates who does not have a need to know or use such information, and shall not use such information for personal benefit or the benefit of a third party, either during or after the Term, except with the Company’s written consent, provided that (i) you shall have no such obligation to the extent such matters are or become publicly known other than as a result of your breach of your obligations hereunder, (ii) you may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such matters to the extent required by applicable laws or governmental regulations or judicial or regulatory process, and (iii) to the extent necessary to enforce the terms of this Agreement; and 8.1.2. You shall deliver promptly to the Company on termination of your employment, or at any other time the Company may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to the Company’s and its affiliates’ businesses, which you obtained while employed by, or otherwise serving or acting on behalf of, the Company and which you may then possess or have under your control.

  • Seller Covenants Seller covenants and agrees as follows:

  • Other Covenant Defaults If Borrower fails or neglects to perform, keep, or observe any other material term, provision, condition, covenant, or agreement contained in this Agreement (other than as set forth in Sections 8.1, 8.2 or 8.4 through 8.11), in any of the other Loan Documents and Borrower has failed to cure such default within fifteen (15) days of the occurrence of such default. During this fifteen (15) day period, the failure to cure the default is not an Event of Default (but no Loan will be made during the cure period).

  • Confidentiality Covenants (a) The Executive understands that the Company and/or its Affiliates, from time to time, may impart to the Executive confidential information, whether such information is written, oral or graphic.

  • Indemnification Covenants (a) Notwithstanding any other provisions in this Fee Agreement or in any other agreements with the County, the Company agrees to indemnify, defend and save the County, its County Council members, elected officials, officers, employees, servants and agents (collectively, the “Indemnified Parties”) harmless against and from all claims by or on behalf of any person, firm or corporation arising from the conduct or management of, or from any work or thing done on the Project or the Land by the Company or any Sponsor Affiliate, their members, officers, shareholders, employees, servants, contractors, and agents during the Term, and, the Company further, shall indemnify, defend and save the Indemnified Parties harmless against and from all claims arising during the Term from (i) entering into and performing its obligations under this Fee Agreement, (ii) any condition of the Project, (iii) any breach or default on the part of the Company or any Sponsor Affiliate in the performance of any of its obligations under this Fee Agreement, (iv) any act of negligence of the Company or any Sponsor Affiliate or its agents, contractors, servants, employees or licensees, (v) any act of negligence of any assignee or lessee of the Company or any Sponsor Affiliate, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the Company or any Sponsor Affiliate, or (vi) any environmental violation, condition, or effect with respect to the Project. The Company shall indemnify, defend and save the County harmless from and against all costs and expenses incurred in or in connection with any such claim arising as aforesaid or in connection with any action or proceeding brought thereon, and upon notice from the County, the Company shall defend it in any such action, prosecution or proceeding with legal counsel acceptable to the County (the approval of which shall not be unreasonably withheld). (b) Notwithstanding the fact that it is the intention of the parties that the Indemnified Parties shall not incur pecuniary liability by reason of the terms of this Fee Agreement, or the undertakings required of the County hereunder, by reason of the granting of the FILOT, by reason of the execution of this Fee Agreement, by the reason of the performance of any act requested of it by the Company or any Sponsor Affiliate, or by reason of the County’s relationship to the Project or by the operation of the Project by the Company or any Sponsor Affiliate, including all claims, liabilities or losses arising in connection with the violation of any statutes or regulations pertaining to the foregoing, nevertheless, if the County or any of the other Indemnified Parties should incur any such pecuniary liability, then in such event the Company shall indemnify, defend and hold them harmless against all claims by or on behalf of any person, firm or corporation, arising out of the same, and all costs and expenses incurred in connection with any such claim or in connection with any action or proceeding brought thereon, and upon notice, the Company shall defend them in any such action or proceeding with legal counsel acceptable to the County (the approval of which shall not be unreasonably withheld); provided, however, that such indemnity shall not apply to the extent that any such claim is attributable to (i) the grossly negligent acts or omissions or willful misconduct of the County, its agents, officers or employees, or (ii) any breach of this Fee Agreement by the County. (c) Notwithstanding anything in this Fee Agreement to the contrary, the above-referenced covenants insofar as they pertain to costs, damages, liabilities or claims by any Indemnified Party resulting from any of the above-described acts of or failure to act by the Company or any Sponsor Affiliate, shall survive any termination of this Fee Agreement.