LTC Sample Clauses

LTC. LTC shall comply with each representation and statement made, or to be made, to any taxing authority in connection with any ruling obtained, or to be obtained, by LTC and Healthcare acting together, from any such taxing authority with respect to any transaction contemplated by this Agreement.

LTC. (a) ADAPTIMMUNE, at its own expense, shall indemnify, defend and hold harmless LTC and its respective AFFILIATES, and the respective officers, directors, shareholders, employees and agents of each of the foregoing (each an “LTC INDEMNIFIED PARTY”) from and against any and all liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses) (collectively “LIABILITIES”) incurred by or imposed upon any and/or all LTC INDEMNIFIED PARTIES in connection with any THIRD PARTY claims, suits, actions, demands or judgments (each a “CLAIM”) arising out or in connection with (i) the design, manufacture, use, promotion, sale or other disposition of any LICENSED T CELL PRODUCT or the practice of a LICENSED T CELL METHOD by ADAPTIMMUNE and/or its AFFILIATES, (ii) any actual or alleged injury, damage, death or other consequence occurring to any THIRD PARTY as a result, directly or indirectly, of the practice of a LICENSED T CELL METHOD by ADAPTIMMUNE or its AFFILIATES or customers or transferees of any of the foregoing, or the possession, consumption or use of the LICENSED T CELL PRODUCTS sold by ADAPTIMMUNE or its AFFILIATES, regardless of the form in which any such claim is made, (iii) any other activities to be carried our by ADAPTIMMUNE or its AFFILIATES pursuant to this SUB-LICENSE, and (iv) the failure of any representation or warranty made by ADAPTIMMUNE in this SUB-LICENSE to be true and accurate; except in each case to the extent that such CLAIM arises out of or results from (a) the breach of a representation or warranty of LTC herein, or (b) LTC’s gross negligence or willful misconduct. (b) An LTC INDEMNIFIED PARTY entitled to indemnification hereunder shall provide ADAPTIMMUNE with prompt written notice of any CLAIM for which indemnification is sought under this SUB-LICENSE. ADAPTIMMUNE shall, at its own expense, provide attorneys reasonably acceptable to the LTC INDEMNIFIED PARTY to defend against any such claim. The LTC INDEMNIFIED PARTY shall cooperate fully with ADAPTIMMUNE in such defense and shall permit ADAPTIMMUNE to conduct and control such defense and the disposition of such CLAIM (including all decisions relative to litigation, appeal, and settlement); provided that ADAPTIMMUNE shall not settle any such CLAIM with an admission of liability of LTC without LTC’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed. (c) At such time as any LICENSED TCELL PRODUCT, LICENSED T CELL METHOD, process o...

LTC. The Borrower shall not permit LTC to engage in any business or activity (including, without limitation, the incurrence of Indebtedness or trade liabilities) with any Person (other than the Borrower in connection with the LTC Sublicense Agreement).

LTC. During the Construction Period, the Borrower must maintain a maximum LTC of 55% (fifty-five percent).

LTC. LTC shall maintain for the duration of this Agreement general and professional liability insurance listing the City of Sheboygan as an additional insured with policy limits of at least $1,000,000 per occurrence and $3,000,000 aggregate per year. Evidence of such insurance shall be provided to SFD upon Agreement execution and upon request thereafter.

LTC. LTC will indemnify, defend and hold harmless Licensee, its Affiliates, and their respective directors, officers, employees and agents (the “Licensee Indemnified Parties”) from all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) that any of Licensee Indemnified Parties may suffer as a result of any claims, demands, actions or other proceedings made or instituted by any Third Party and arising out of or relating to (i) a breach by LTC of any of the warranties provided by LTC in Section 10.1; or (ii) LTC’s recklessness or willful misconduct.

LTC. Second Amended and Restated Promissory Note dated January 27, 2012 in the original principal amount of $3,000,000.00 by and among ALTACARE CORPORATION, a Georgia corporation, HP/XXXXXXXXXX, INC., a Georgia corporation, HP/GREAT BEND, INC., a Georgia corporation, MT. PLEASANT CARE CENTERS, INC., a Georgia corporation, LTC HEALTHCARE AT XXXXXXXX, INC., a Georgia corporation, LTC OF ILLINOIS—FRIENDSHIP, INC., a Georgia corporation, LTC OF ILLINOIS—FIRESIDE, INC., a Georgia corporation, XXXXXXXXXXXX HEALTHCARE INVESTORS, L.P., a Georgia limited partnership, LTC HEALTHCARE OF CONVERSE, INC., a Nevada corporation, and LTC HEALTHCARE OF XXXXXXX, INC., a Nevada corporation, collectively as borrowers, in favor of Parent Borrower, as amended by that certain First Amendment to Second Amended and Restated Promissory Note and Omnibus Amendment to Loan Documents dated January 31, 2014 and that certain Second Amendment to Second Amended and Restated Promissory Note and Omnibus Amendment to Loan Documents dated March 31, 2014

LTC. LTC will indemnify, defend and hold harmless HTG and its directors, officers, employees and agents (the “HTG Indemnified Parties”) from all Losses to the extent that any of HTG Indemnified Parties suffer Losses as a result of any Claims made or instituted by any Third Party to the extent arising out of or relating to: (a) LTC’s breach of any material representation, warranty or covenant under this Agreement; or (b) LTC’s or its Affiliates’ recklessness or willful misconduct in connection with this Agreement. The foregoing obligations will not apply to the extent that such Losses or Claims can be shown to have been caused directly by activity for which HTG must indemnify LTC pursuant to Section 14.1(a) above.