Payment; Survival Sample Clauses

Payment; Survival. The indemnification for all of the foregoing losses, damages, fees, costs and expenses of the Indemnitees are chargeable against the Note Account; provided, that the foregoing shall in no way limit the recourse of the Agent directly against the Indemnitees for such indemnification. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 12.15 may be unenforceable because it is violative of any law or public policy, each Obligor shall, jointly and severally, contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees. The indemnities set forth in this Section 12.15 shall survive the repayment of the Obligations and discharge of any Liens granted under the Note Documents.
Sample 1Sample 2Sample 3See All (11)
AutoNDA by SimpleDocs
Payment; Survival. Borrower shall pay any amount owing under this Section 12.02 within thirty (30) days after written demand therefor by the applicable Indemnitee together with reasonable supporting documentation therefor. The indemnity set forth in this Section 12.02 shall survive the payment of all amounts payable pursuant to, and secured by, this Agreement and the other Loan Documents. Payment by any Indemnitee shall not be a condition precedent to the obligations of Borrower under this Section 12.02. To the extent that any indemnification obligation set forth in this Section 12.02 may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of the applicable indemnified matter.
Sample 1Sample 2Sample 3See All (4)
Payment; Survival. Notwithstanding Section 1 above: a. Agrium U.S.’s, Rentech’s and REMC’s rights, obligations and interests in, to and under Article I and Article II of the Distribution Agreement with respect to any and all outstanding amounts payable or receivable (including, without limitation, any Applicable Commission or assumption of credit risk), as applicable, as of immediately prior to the Effective Time, shall survive the termination contemplated by this Amendment and shall continue to be in full force and effect until such outstanding amounts are paid in full by the applicable party herein. b. It is hereby acknowledged and agreed that (i) in the event the Effective Time occurs on any date other than April 25, 2010 (or April 25, 2011, as applicable), the maximum amount of the Applicable Commission to be paid pursuant to Section 2.3 of the Distribution Agreement (i.e., $5,000,000 with respect to any twelve month period commencing on April 26 of a year and ending on April 25 of the next succeeding year) shall be pro rated to reflect the fact that the termination of the provisions of Article I and Article II of the Distribution Agreement pursuant to this Amendment occurred on a date that is other than April 25, 2010 (or April 25, 2011, as applicable), (ii) to the extent applicable, the parties agree to reconcile between the actual amount of Applicable Commission already paid during, or to be paid with respect to, the period starting on April 26, 2009 (or April 26, 2010, respectively) and ending at the Effective Time and the adjusted amount of the Applicable Commission (as adjusted pursuant to clause (i) above) (i.e., Agrium U.S. shall refund to REMC any amount of the Applicable Commission paid during, or to be paid with respect to, such period which were in excess of the adjusted maximum amount of the Applicable Commission (as adjusted pursuant to clause (i) above)), and (iii) any outstanding amounts payable or receivable under Article I and Article II of the Distribution Agreement (including with respect to the Applicable Commission, as adjusted, as contemplated by clauses (i) and (ii) above) shall be paid in accordance with the terms and conditions of the Distribution Agreement.
Sample 1
Payment; Survival. All amounts payable by Lessee pursuant to this Section 8.1 shall be payable directly to the Indemnitee except to the extent paid to a governmental agency or taxing authority. All the indemnities contained in this Section 8.1 and the obligation, if any, of Lessee to make payments to each Indemnitee pursuant to this Section 8.1, shall continue in full force and effect, notwithstanding the expiration or other termination of the Lease in whole or in part, as to matters arising prior to the return of the Units of Equipment to Lessor in accordance with the Lease until all such obligations of Lessee and each Indemnitee have been met and such liabilities have been paid in full and are expressly made for the benefit of, and shall be enforceable by, each Indemnitee. Lessee's obligations under this Section 8.1 shall be that of primary obligor irrespective of whether the Indemnitee shall also be indemnified with respect to the same matter under some other agreement by another Person.
Sample 1
Payment; Survival. (a) All sums of money (other than Base Rent) due and payable by Subtenant under this Sublease are hereinafter referred to as “Additional Rent”. As used herein, the term “Rent” means the Base Rent and the Additional Rent. All Rent shall be paid in lawful money of the United States of America without notice or demand therefor (except for such notice as may be specifically required under the terms of this Sublease in the case of certain payments of Additional Rent under Article 6) and without any deductions, set-off or abatement whatsoever; except as specifically provided in Section 16. Rent shall be paid at the address of Sublandlord set forth in Section 28 below, or such other address as Sublandlord shall designate in written notice to Subtenant from time to time. Time is of the essence for all Rent due dates under this Sublease. Any Rent payment received by Sublandlord later than the due date specified in this Sublease shall bear interest from the date such payment became due until paid at the Interest Rate. In any case where payment is required under this Sublease and a specific time period is not set forth for making such payment, the payment shall be due within thirty (30) days of the date a xxxx is rendered for such payment.
Sample 1
Payment; Survival. All amounts due under this Section 10.12 shall be payable not later than ten (10) Business Days after demand therefor, and (i) if the Borrower shall default in its obligations under subsection (a) of this Section, interest shall accrue on the unpaid amount thereof at a per annum rate equal to the Default Rate from the date demand is made upon the Borrower therefor until repaid in full and (ii) if any Lender shall default in its obligations under subsection (b) of this Section, interest shall accrue on the unpaid amount thereof at a per annum rate equal to the Federal Funds Rate from the date demand is made upon such Lender therefor until repaid in full. The obligations of the Borrower and Lenders under this Section 10.12 shall survive the resignation of the Agent, L/C Issuer and Swing Line Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.
Sample 1
Payment; Survival. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 11.22 may be unenforceable because it is violative of any law or public policy, each Obligor shall, jointly and severally, contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees. The indemnities set forth in this Section 11.22 shall survive the repayment of the Obligations and discharge of any Liens granted under the Note Documents.
Sample 1
AutoNDA by SimpleDocs
Payment; Survival. Any Losses for which an indemnified party is entitled to indemnification or contribution under this Article 3 shall be paid by the indemnifying party to the indemnified party as such Losses are incurred. The indemnity and contribution agreements contained in this Article 3 shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of Holder or any Person who controls Holder, the Company, or the Company's directors or officers and (ii) any termination of this Agreement.
Sample 1

Related to Payment; Survival

  • Indemnification Payment Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law.

  • Director Notification Obligation If the Participant is a director of the Corporation’s Malaysian Affiliate, the Participant is subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian Affiliate in writing when the Participant receives or disposes of an interest (e.g., an Award or shares) in the Corporation or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Corporation or any related company.

  • Payment of Indemnification If, in regard to any Losses: (i) Indemnitee shall be entitled to indemnification pursuant to Section 8(a); (ii) no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct Determination, then the Company shall pay to Indemnitee, within thirty days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

  • Payment of Liquidated Damages If you supply all or some of your milk to a third party during a Month you must, if required by DFMC, immediately pay to DFMC liquidated damages for that Month calculated as follows: $X = W cents x (Y – Z) Where: $X is the amount payable by you to DFMC for the relevant Month. If $X is a negative amount, no amount is payable by you. Y is the average monthly litres you have supplied to DFMC based on the 12 months immediately preceding the relevant Month (or in the event you have not supplied DFMC for 12 months, the average monthly litres you have supplied to DFMC during the period you have supplied DFMC). Z is the number of litres supplied to DFMC by you for the relevant Month.

  • Indemnification; Release Borrower hereby indemnifies and holds harmless Agent, each Revolving Loan Lender and each Issuer from and against any and all claims and damages, losses, liabilities, costs or expenses which Agent, such Lender or such Issuer may incur (or which may be claimed against Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; PROVIDED that Borrower shall not be required to indemnify any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. Borrower hereby releases, waives and discharges Agent, each Revolving Loan Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any other Revolving Loan Lender to fulfill or comply with its obligations to Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights Borrower may have against such defaulting Lender); PROVIDED that Borrower shall not be required to indemnify any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law or (iii) disputes between or among any and all of Agent, Lenders and Issuers. Nothing in this SECTION 2.2(C) is intended to limit the obligations of Borrower under any other provision of this Agreement.

  • Indemnification Obligation The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

  • Indemnification Notice In the event that: (i) an event occurs which gives a Person a right to indemnification hereunder; or (ii) any third party claim is asserted against a Person with respect to which such Person is entitled to indemnification hereunder, such Person (the “Indemnified Party”) shall, within sixty (60) days of the later of the occurrence of the event giving rise to the claim or the date that the indemnified party learned of such claim (provided, however, that if a claim arises by virtue of litigation, then in no event less than ten (10) days prior to the date in which an appearance or answer is due, whichever is earlier), notify the Person obligated to indemnify it (the “Indemnifying Party”) of such claim by delivery of a written notice describing the claim and indicating the basis for indemnification hereunder. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within ten (10) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expenses the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. In the event that the Indemnifying Party fails to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense and, only with the prior consent of the Indemnifying Party which shall not be unreasonably withheld, to compromise and settle the claim. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party shall cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party will have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party. Any settlement to which the Indemnifying Party shall have consented in writing shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder.

  • Release Indemnification (a) In further consideration of the execution of this Amendment by the Administrative Agent and the Lenders, each Loan Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Party and any debtor in possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each Agent and Xxxxxx and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party shall satisfy all other provisions of this Amendment or the other Loan Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities in any manner relating to or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment to the extent required by Section 11.04(b) of the Credit Agreement.

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon. (ii) Subject to Section 2(b)(iii) below, if the Reviewing Party shall not have made a determination within forty-five (45) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (A) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (B) a prohibition of such indemnification under applicable law; provided, however, that such 45-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. (iii) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Claim.

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!