Indemnity Letter Sample Clauses

Indemnity Letter. If the Borrower requests all or any portion of the funding of the Loan in Eurodollars on the Effective Date, the Administrative Agent shall have received an Indemnity Letter, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, indemnifying the applicable Lenders with respect to any requested funding in Eurodollar Loans on the Effective Date, such indemnity to be consistent with the provisions of Section 2.15 and otherwise reasonably satisfactory to the Administrative Agent and the Lenders.
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Indemnity Letter. E-mail Instructions
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Indemnity Letter. 29 Section 10.14. Mutual Indemnification Regarding Determination of Taxability . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Exhibit A Legal Description of Project Exhibit B Schedule of Personalty Exhibit C Schedule of Financing Documents Exhibit D Rent Roll Exhibit E Schedule of Service Contracts Exhibit F Real Estate Tax Xxxx Exhibit G Form of Assignment of Service Contracts and Assumption Agreement Exhibit H Form of Assignment of Tenant Leases and Assumption Agreement Exhibit I Form of Assignment and Assumption Agreement Exhibit J Form of Escrow Agreement Exhibit K Permitted Exceptions Exhibit L Form of Special Warranty Deed Exhibit M Form of Xxxx of Sale Exhibit N Form of Audit Letter Annex A Copy of Indemnity Letter PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT dated as of July 15, 1997 (as hereafter amended or supplemented by written agreement, this "Agreement"), by and between Windsor Park Apartments, Inc., an Illinois corporation, having its principal place of business at XXX Xxxxx, 000 Xxxxx Xxxxxx, 00 South, Xxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as the "Seller"), and Xxxxxx Residential Operating Partnership, L.P., a Georgia limited partnership, having its principal place of business at One Lincoln Centre, 0000 XXX Xxxxxxx, Xxxxx 000, Xxxx Xxx 00, Xxxxxx, Xxxxx 00000 (hereinafter referred to as the "Purchaser"):
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Indemnity Letter. The Purchaser and the Seller hereby acknowledge and agree that in contemplation of the execution and delivery of this Agreement and the transaction contemplated herein, the Seller and the Purchaser entered into an agreement (the "Indemnity Letter"), a true and correct copy of which is attached hereto as Annex A and made a part hereof. Capitalized terms used in the Indemnity Letter shall have the same meanings when used in this Agreement unless otherwise provided or the context clearly requires otherwise. In the event of any inconsistency between the provisions of this Agreement and the Indemnity Letter, this Agreement shall be controlling.
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Indemnity Letter. In the event of any inconsistency between this Agreement and the Indemnity Letter, the provisions of this Agreement shall supersede the Indemnity Letter and be controlling.
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Indemnity Letter. The SACE Agent shall have received from the Eligible Contractor an indemnity letter (“Accordo di Manleva a Garanzia”), duly executed and delivered by SACE and the Eligible Contractor.
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Indemnity Letter. Effective as of the date hereof, the Indemnity Letter between the Company and Executive in the form of Exhibit G to the Agreement prior to the amendment and restatement hereof shall be terminated and the Company and its subsidiaries and affiliates shall have no obligations thereunder.
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Indemnity Letter. If a Borrowing is requested to be made on or before the second Business Day following the Effective Date, prior to or concurrently with the Borrower’s submission of the Borrowing Request for such Borrowing, the Administrative Agent shall have received a letter from the Borrower indemnifying the Lenders against any loss or expense incurred as a result of the Loans not being made in accordance with such Borrowing Request as a result of any action take or failed to be taken, by any Obligor.
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Indemnity Letter. Ladies and Gentlemen: Reference is made to (i) that certain Form of Investor Rights Agreement, attached hereto as Exhibit A (the “Investor Rights Agreement”), to be entered into by Central European Media Enterprises Ltd., a Bermuda company (the “Company”), Xxxxxx X. Xxxxxx (“RSL”), RSL Savannah LLC, a Delaware limited liability company (“RSL Savannah”), RSL Investment LLC, a Delaware limited liability company, RSL Investments Corporation, a Delaware corporation, TW Media Holdings LLC, a Delaware limited liability company (“TW”), (ii) that certain Form of Irrevocable Voting Deed and Corporate Representative Appointment, attached hereto as Exhibit B (the “Voting Deed”) to be entered into by the Company, RSL, RSL Savannah and TW, (iii) the Subscription Agreement (the “Subscription Agreement”), dated March 22, 2009, by the Company and TW, (iv) that certain Form of Registration Rights Agreement, attached hereto as Exhibit C (the “Registration Rights Agreement”) to be entered into by the Company and TW and (v) the Letter Agreement (the “Sideletter”), dated March 22, 2009, by and between RSL and TW. The documents referenced in the preceding sentence, as each such document may be amended, supplemented, restated or otherwise modified from time to time, together with all documents referred to therein or contemplated thereby are referred to herein as the “Transaction Agreements” and the transactions contemplated thereby are referred to herein as the “Transaction”. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Investor Rights Agreement.
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Related to Indemnity Letter

  • Tax Indemnity Agreement The Tax Indemnity Agreement (Federal Express Corporation Trust No. N620FE), dated as of June 15, 1998, between the Lessee and the Owner Participant.

  • 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.

  • Indemnity/Liability You shall indemnify, and hold harmless RIM, the RIM Group of Companies, RIM's affiliates, suppliers, successors, agents, authorised distributors, (including Airtime Service Providers) and assigns and each of their directors, officers, employees and independent contractors (each a "RIM Indemnified Party") from any damages, losses, costs or expenses (including reasonable lawyers’ fees and costs) incurred by a RIM Indemnified Party, and at the RIM Indemnified Party’s request defend at Your expense any third party claim or proceeding brought against the RIM Indemnified Party, arising from: (a) infringement of patents or other intellectual property or proprietary rights arising from combining with or using any device (other than a BlackBerry Handheld Product), system or service in connection with Your BlackBerry Solution or any portion thereof; or (b) Your breach of this Agreement or any Addendum to this Agreement. No remedy herein conferred upon RIM is intended to be, nor shall it be construed to be, exclusive of any other remedy provided herein or as allowed by law or in equity, but all such remedies shall be cumulative.

  • Indemnification Agreements Concurrently with the execution of this Agreement, the Company and the Executive shall enter into indemnification agreements, copies of which are attached hereto as Exhibit B-1 and Exhibit B-2.

  • Indemnity by You You agree to indemnify PeopleMedia if a claim is made against PeopleMedia due to your actions.

  • Indemnification Agreement Contractor hereby agrees to indemnify and hold harmless the Owner, the State of Georgia and its departments, agencies and instrumentalities and all of their respective officers, members, employees and directors (hereinafter collectively referred to as the "Indemnitees") from and against any and all claims, demands, liabilities, losses, costs or expenses, including attorneys' fees, due to liability to a third party or parties, for any loss due to bodily injury (including death), personal injury, and property damage arising out of or resulting from the performance of this Contract or any act or omission on the part of the Contractor, its agents, employees or others working at the direction of Contractor or on its behalf., or due to any breach of this Contract by the Contractor, or due to the application or violation of any pertinent Federal, State or local law, rule or regulation. This indemnification extends to the successors and assigns of the Contractor. This indemnification obligation survives the termination of the Contract and the dissolution or, to the extent allowed by law, the bankruptcy of the Contractor. If and to the extent such damage or loss (including costs and expenses) as covered by this indemnification is paid by the State Tort Claims Trust Fund, the State Authority Liability Trust Fund, the State Employee Broad Form Liability Fund, the State Insurance and Hazard Reserve Fund, and other self-insured funds (all such funds hereinafter collectively referred to as the "Funds") established and maintained by the State of Georgia Department of Administrative Services Risk Management Division (hereinafter "DOAS") the Contractor agrees to reimburse the Funds for such monies paid out by the Funds. 1.5.2.2.1 This indemnification does not extend beyond the scope of this Contract and the work undertaken thereunder. Nor does this indemnification extend to claims for loses or injuries or damages incurred directly by the Indemnitees due to breach, negligence or default by the Indemnitor under the terms and conditions of this Contract. 1.5.2.2.2 This indemnification does not extend to claims for loses or injuries or damages incurred by the Indemnitees due to any negligent act, error, or omission of a design professional in the performance of professional services that fails to meet the applicable professional standard of care, skill and ability as employed by others in their profession.

  • Release and Indemnity (a) The Borrower and each Guarantor hereby release and forever discharge the Administrative Agent, each of the Lenders and each affiliate thereof and each of their respective employees, officers, directors, trustees, agents, attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or equity, which any of said parties has held or may now own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed by any of such parties arising directly or indirectly out of the Loan Documents, or any other documents, instruments or any other transactions relating thereto. Such release, waiver, acquittal and discharge shall and does include, without limitation, any claims of usury, fraud, duress, misrepresentation, lender liability, control, exercise of remedies and all similar items and claims, which may, or could be, asserted by the Borrower or any Guarantor including any such caused by the actions or negligence of the indemnified party (other than its gross negligence or willful misconduct). (b) The Borrower and each Guarantor hereby ratify the indemnification provisions contained in the Loan Documents, including, without limitation, Article VIII and Section 10.03(b) of the Credit Agreement, and agree that the Guarantee is in full force and effect after the execution and delivery of this Amendment, and that all losses, claims, damages and expenses related thereto shall be covered by such indemnities.

  • Insurance Indemnification 7.1 The Independent Contractor shall maintain a policy or policies of liability insurance with coverages (including, but not limited to, professional liability coverage) that is/are sufficient to protect NCISD and the Independent Contractor against any claims, demands, causes of action, or damages arising out of the Independent Contractor’s performance of services under this Agreement. The limits of liability of such policy(ies) shall be in an amount acceptable to NCISD. Such policy(ies) (i) shall be written by companies authorized to issue such insurance policy(ies) in the State of Texas, (ii) shall and must name NCISD as an additional insured, and (iii) shall contain no specific limitations on the coverage afforded additional insureds. 7.2 THE INDEPENDENT CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS, SAVE, AND DEFEND NCISD AND NCISD’S OFFICERS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, AND DAMAGES, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES AND EXPENSES, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE PROVISION OF SERVICES BY THE INDEPENDENT CONTRACTOR, OR ANY NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF THE INDEPENDENT CONTRACTOR.

  • RELEASE OF LIABILITY, WAIVER OF CLAIMS AND INDEMNITY AGREEMENT In consideration of the Releasees allowing me to participate in wilderness activities I hereby agree as follows:

  • Insurance Indemnity (a) For six years from the Effective Time, the Surviving Corporation shall maintain in effect the Company's and its Subsidiaries' current directors' and officers' liability insurance policies (the "Policies") covering those persons -------- who are currently covered by the Policies with respect to actions or omissions occurring prior to the Effective Time; provided, however, that in no event shall -------- ------- the Surviving Corporation be required to expend in any one year an amount in excess of 150% of the annual premiums currently paid by the Company and its Subsidiaries for such insurance coverage, and, provided further, that if the -------- ------- annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain policies with the greatest coverage available for a cost not exceeding such amount. (b) The Surviving Corporation shall keep in effect in its bylaws provisions for a period of not less than six years from the Effective Time (or, in the case of matters occurring prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved) that provide for exculpation of director and officer liability and indemnification (and advancement of expenses related thereto) of the past and present officers and directors of the Company and its Subsidiaries to the fullest extent permitted by the DGCL, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enhance the rights of past or present officers and directors to indemnification or advancement of expenses, and shall observe the indemnification agreements existing in favor of past and present officers and directors of the Company and its Subsidiaries, each of which are listed in the Disclosure Letter and copies of which have been previously provided to Purchaser. (c) Subject to Section 8.6(f), from and after the Effective Time, the -------------- Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under applicable law, each person who is, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer, director or similar person of the Company or any Subsidiary, against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement (collectively, "Losses") in connection with any claims, actions, suits, proceedings, ------ arbitrations, investigations or audits (collectively, "Litigation") arising ---------- before or after the Effective Time out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, which acts or omissions occurred prior to the Effective Time. Without limiting the foregoing, the Surviving Corporation shall periodically advance expenses as incurred with respect to the foregoing to the fullest extent permitted under applicable law provided that the person to whom the expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such person is not entitled to indemnification. (d) The provisions of this Section 8.6 are intended for the benefit of and ----------- shall be enforceable by each person who is now or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, an officer, director or similar person of the Company or any of its Subsidiaries. (e) If any Litigation described in Section 8.6(c) (each, an "Action") -------------- ------ arises or occurs, the Surviving Corporation shall control the defense of such Action with counsel selected by the Surviving Corporation, provided, that the -------- party seeking indemnification pursuant to Section 8.6(c) (each, an "Indemnified -------------- ----------- Party") shall be permitted to participate in the defense of such Action through ----- counsel selected by the Indemnified Party, at the Indemnified Party's expense. Notwithstanding the foregoing, if there is any actual or potential conflict between the Surviving Corporation and any Indemnified Party or there are additional defenses available to any Indemnified Party, such Indemnified Party shall be permitted to participate in the defense of such Action with counsel selected by the Indemnified Party, at the Surviving Corporation's expense; provided, however, that the Surviving Corporation shall not be obligated to pay -------- ------- the fees and expenses of more than one counsel for any Indemnified Party in any single Action. The Surviving Corporation shall not be liable for any settlement effected without its written consent, which consent shall not unreasonably be withheld. (f) Purchaser shall have no obligations under Section 8.6(c), unless and -------------- until the Surviving Corporation is unable to satisfy its indemnification obligations under this Section 8.6. -----------

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