Stagecoach I and Stagecoach Energy Sample Clauses

Stagecoach I and Stagecoach Energy. Each of Stagecoach I and Stagecoach Energy agrees, jointly and severally, to indemnify, defend and hold harmless the Purchasers, their Affiliates (including the Companies after the Closing) and their respective officers, directors, members, managers, employees, representatives and agents (collectively, the “Purchaser Indemnitees”) from any Environmental Claims, damages, losses, liabilities, obligations, claims, demands, settlements, judgments of any kind, interest or expenses (including attorney’s fees and expenses) (collectively, “Loss”), suffered, incurred or paid as a result of: (i) The failure of any representation or warranty made by either Stagecoach I or Stagecoach Energy in Articles III or V of this Agreement to be true and correct in all respects as of the date of this Agreement and as of the Closing Date; (ii) Any failure to perform any covenant or agreement made or undertaken by Stagecoach I or Stagecoach Energy in this Agreement (including those in Article VIII) or in any certificate or other document delivered by Stagecoach I or Stagecoach Energy to the Purchasers pursuant to this Agreement; (iii) All Taxes imposed on or asserted against the properties, income or operations of the Companies for all Pre-Closing Periods and any Pre-Closing Straddle Period (it being understood that Stagecoach I’s and Stagecoach Energy’s obligations under this Section 11.2(a)(iii) shall not be duplicative of their obligations under Article VIII and Section 11.2(a)(i) and shall be determined consistently with Article VIII). The Purchasers shall promptly give Stagecoach I and Stagecoach Energy written notice of any claim made by any taxing authority (a “Tax Claim”) that the Purchasers have reasonably determined may give rise to a right of indemnification under this Section 11.2(a)(iii), including a computation of the amount of the claimed indemnification with sufficient detail and particularity to enable Stagecoach I and Stagecoach Energy to reasonably determine the amount of such required indemnification. If the Purchasers fail to notify Stagecoach I or Stagecoach Energy with respect to a Tax matter in accordance with Section 8.2(a), the Sellers shall not be obligated to indemnify the Purchaser Indemnitees under this Section 11.2(a)(iii) to the extent that such failure to notify the Sellers adversely affects the Sellers’ ability to defend against such contested Tax Claim and then only to the extent of such economic prejudice; (A) The presence of Hazardous Substance...
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Related to Stagecoach I and Stagecoach Energy

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • Parent A parent, legal guardian or person in parental relation to the Student.

  • Purchasing Entities This Participating Addendum may be used by (a) all departments, offices, institutions, and other agencies of the State of Vermont and counties (each a “State Purchaser”) according to the process for ordering and other restrictions applicable to State Purchasers set forth herein; and (b) political subdivisions of the State of Vermont and any institution of higher education chartered in Vermont and accredited or holding a certificate of approval from the State Board of Education as authorized under 29 V.S.A. § 902 (each an “Additional Purchaser”). Issues concerning interpretation and eligibility for participation are solely within the authority of the State of Vermont Chief Procurement Officer. The State of Vermont and its officers and employees shall have no responsibility or liability for Additional Purchasers. Each Additional Purchaser is to make its own determination whether this Participating Addendum and the Master Agreement are consistent with its procurement policies and regulations. The maximum dollar amount payable under this contract is not intended as any form of a guaranteed amount. The Contractor will be paid for products actually delivered or performed, as specified in Attachment A, up to the maximum allowable amount specified on page 1 of this contract. 1. Prior to commencement of work and release of any payments, Contractor shall submit to the State: a. a certificate of insurance consistent with the requirements set forth in Attachment C, Section 8 (Insurance), and with any additional requirements for insurance as may be set forth elsewhere in this contract; and 2. Payment terms are Net 30 days from the date the State receives an error-free invoice with all necessary and complete supporting documentation. 3. All invoices are to be rendered by the Contractor on the vendor's standard billhead and forwarded directly to the institution or agency ordering materials and shall specify the address to which payments will be sent.

  • Customer Support and Closing A. Agent shall provide support to Referred Client in their evaluation and negotiation for the purchase or sale of real estate in addition to the following duties: i. Provide Referred Client with qualified local vendor sources to facilitate the sale; ii. Assist Referred Client throughout the transaction, acting within applicable standards of care at all times; iii. Use professional knowledge and skills to negotiate for Referred Client purchase or sale of property; iv. Agent agrees to at all times fully comply with all laws, statutes, ordinances, rules, regulations, and orders applicable to this Agreement. B. Agent shall provide XXXX.xxx with the contact information for the Title Officer, Xxxxxx Officer and/or Closing Agent within 48 hours of an offer being accepted. Agent shall deliver this information via email to xxxxxxxxxxxx@xxxx.xxx RECIPIENT BROKER: XXXX.XXX: C. Agent shall deliver or coordinate with the Title, Escrow or Closing Agent to deliver to XXXX.xxx a copy of the Closing Statement within 48 hours of Closing. Agent will confirm Closing and coordinate the payment of Referral Fees to XXXX.xxx by the Closing Agent at Closing. Closing updates shall be reported by Agent to XXXX.xxx via email to xxxxxxxxxxxx@xxxx.xxx.

  • MCUA PARTIES Any of the following types of entities that have executed a Master Contract Usage Agreement with Enterprise Services: ▪ Political subdivisions (e.g., counties, cities, school districts, public utility districts) in the State of Washington; ▪ Federal governmental agencies or entities; ▪ Public-benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit corporations that receive federal, state, or local funding); and ▪ Federally-recognized Indian Tribes located in the State of Washington.

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • Closing and Closing Documents 7 4.1 Closing...................................................................................... 7 4.2 Seller's Deliveries.......................................................................... 7 4.3 Purchaser's Deliveries....................................................................... 8 4.4 Fees and Expenses; Closing Costs............................................................. 8 4.5 Adjustments.................................................................................. 8 ARTICLE V Miscellaneous......................................................................................... 9

  • Closing Obligations At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others: (a) Seller shall execute, acknowledge and deliver to Buyer (i) an Assignment, Bxxx of Sale and Conveyance of the Assets, effective as of the Effective Time to Buyer (in sufficient counterparts to facilitate filing and recording) substantially in the form of Exhibit C conveying the Assets; and (ii) such other assignments, bills of sale, or deeds necessary to transfer the Assets to Buyer, including without limitation any conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations (collectively, the “Conveyances”); (b) Buyer shall deliver to Seller the cash portion of the Purchase Price in immediately available funds, less the amount of the Deposit and any additional deposit paid to Seller pursuant to Section 10.1, and the Purchase Price Units; (c) Seller shall deliver to Buyer possession of the Assets; (d) Seller and Buyer shall execute and deliver letters in lieu directing all purchasers of production to pay Buyer the proceeds attributable to production from the Assets from and after the Effective Time; (e) Buyer shall deliver to Seller evidence of appropriate federal, state and local bonds relating to ownership of the Assets after the Closing and certificates of insurance evidencing that Buyer has obtained appropriate insurance covering the Assets; (f) Seller shall deliver to Buyer certificates substantiating non-foreign status in accordance with Treasury Regulations under Section 1445 of the Code, in the form of Exhibit D (“FIRPTA Certificate”); (g) Buyer shall prepare and Seller shall execute and deliver to Buyer all forms necessary for Buyer to assume operations on the Assets as agreed to by the Parties; and (h) Seller shall deliver to Buyer the certificates for all of the GMO Stock and all of the MV Stock properly executed for assignment to Buyer.

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