NO TRANSFER OF INDEMNITIES Sample Clauses

NO TRANSFER OF INDEMNITIES. SELLER’S INDEMNITIES CONTAINED IN THIS AGREEMENT ARE PERSONAL TO BUYER AND MAY NOT BE ASSIGNED TO ANOTHER PERSON. SHOULD BUYER SELL OR TRANSFER ALL OR ANY PORTION OF THE PROPERTY PURCHASED UNDER THIS AGREEMENT, SELLER’S INDEMNITY RELATING TO THAT PROPERTY SO SOLD OR TRANSFERRED WILL BE IMMEDIATELY EXTINGUISHED.
Sample 1
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NO TRANSFER OF INDEMNITIES. Sellers’ indemnity obligations contained in Section 14.1 are personal to Buyer and may not be assigned to another Person. Should Buyer sell or transfer all or any portion of the Purchased Property acquired by Buyer hereunder, Sellers’ indemnity obligation contained in Section 14.1 relating to the Purchased Property that is sold or transferred will be immediately extinguished. Notwithstanding the preceding sentences to the contrary, Sellers’ indemnity obligations contained in Section 14.1 shall be (i) applicable to Affiliates of Buyer that take title to the Purchased Property pursuant to Section 5.6 (for so long as such Affiliate remains an Affiliate of Buyer) and (ii) automatically assigned in the event and to the extent Purchased Property is transferred or assigned after the Closing to an Affiliate of Buyer (for so long as such Affiliate remains an Affiliate of Buyer).
Sample 1
NO TRANSFER OF INDEMNITIES. SELLER’S INDEMNITIES CONTAINED IN THIS AGREEMENT ARE PERSONAL TO BUYER AND MAY NOT BE ASSIGNED TO ANOTHER PERSON, BUT SHALL APPLY TO THE AFFILIATES OF BUYER TO WHOM BUYER HAS INSTRUCTED SELLER TO TRANSFER THE VARIOUS PORTIONS OF THE PROPERTY AT CLOSING OR TO ANY OTHER AFFILIATES OF BUYER TO WHOM BUYER OR ITS AFFILATE TRANSFERS ANY PORTION OF THE PROPERTY SO LONG AS THAT AFFILIATE ABIDES BY ALL OF THE REQUIREMENTS OF THIS AGREEMENT NECESSARY FOR BUYER TO OBTAIN INDEMNITY FROM SELLER. THE TOTAL INDEMNITIES OWED TO BUYER AND ANY OF ITS AFFILIATES UNDER THIS AGREEMENT ARE AS STATED IN SECTIONS 13A(4) AND 13C. EXCEPT AS SET FORTH IN SECTION 13E.(2), SHOULD BUYER OR ANY OF ITS AFFILIATES SELL OR TRANSFER ALL OR ANY PORTION OF THE PROPERTY PURCHASED UNDER THIS AGREEMENT TO A THIRD PERSON, OR IF BUYER SHALL SELL OR TRANSFER AN AFFILIATE WHO HAS TITLE TO ANY OR ALL OF THE PROPERTY PURCHASED UNDER THIS AGREEMENT TO A THIRD PERSON, SELLER’S INDEMNITY RELATING TO THAT PORTION OF THE PROPERTY SO SOLD OR TRANSFERRED WILL BE IMMEDIATELY EXTINGUISHED.”
Sample 1

Related to NO TRANSFER OF INDEMNITIES

  • Manner of Indemnification Any claims for indemnification under this Article III shall be made in the manner set forth in Section 6.05 and Section 6.06 and are subject to the provisions set forth in Sections 6.07, 6.08 and 6.09.

  • Survival of Indemnities All indemnities and other provisions relative to reimbursement to the Lenders of amounts sufficient to protect the yield of the Lenders with respect to the Loans and Letters of Credit, including, but not limited to, Sections 8.1, 8.4, 10.4 and 10.13 hereof, shall survive the termination of this Agreement and the other Loan Documents and the payment of the Obligations.

  • Payment of Indemnification If, in regard to any Losses:

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Conditions of Indemnification The respective obligations and liabilities of Seller and Purchaser (the "indemnifying party") to the other (the "party to be indemnified") under Sections 6.01 and 6.02 hereof with respect to claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions:

  • Enforcement of Indemnification Rights If the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not otherwise been paid in full pursuant to Sections 2 and 3 above within 30 days after a written demand has been received by the Company, the Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an “Enforcement Proceeding”) and, if successful in whole or in part, the Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby consents to service of process for such Enforcement Proceeding and to appear in any such Enforcement Proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee.

  • Survival of Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Operation of Indemnities Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Company or the Servicer has made any indemnity payments to the Trustee pursuant to this Article and the Trustee thereafter collects any of such amounts from others, the Trust will repay such amounts collected to the Company or the Servicer, as the case may be, without interest.

  • AGREEMENT OF INDEMNITY The Company agrees to indemnify the Independent Director as follows:

  • Additional Matters; Survival of Indemnities (a) The indemnity and contribution agreements contained in this Article VIII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification or contribution hereunder; and (iii) any termination of this Agreement.

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