Subject to Section 16. 4.4 and the releases and disclaimers herein, including all the provisions set forth in Section 3.3.6, Developer’s indemnity obligation shall not extend to any Loss to the extent caused by:
16.4.2.1 The sole negligence, reckless or willful misconduct, bad faith or fraud of such Indemnified Party;
16.4.2.2 A Relief Event, subject to Developer’s obligations as provided for in this Agreement; or
16.4.2.3 The Department’s material breach of any of its obligations under the Contract Documents.
Subject to Section 16. 2 below and except to the extent caused by any matter against which Tenant has agreed to indemnify Landlord under this Lease, Landlord hereby agrees to indemnify, defend, and hold harmless Tenant and the other Tenant Parties from and against (and to reimburse Tenant and the other Tenant Parties) for any and all Claims to the extent arising from or in connection with (or alleged to arise from, to be in connection with) the gross negligence or willful misconduct of Landlord or any other Landlord Party. If any action or proceeding is brought against Tenant or any other Tenant Party by reason of any such Claim, upon written notice from Tenant, Landlord shall defend such action or proceeding at Landlord’s cost and expense by counsel reasonably approved by Tenant.
Subject to Section 16. 2, risk of loss shall transfer from the Supplier directly to the end customer or Subdistributor when the Products are delivered to such customer or Subdistributor in the local Territory. Title to the Products shall transfer from Supplier (or its Affiliate) to Distributor (or its Affiliate) at the time such Products are purchased by Distributor (or its Affiliate) from Supplier (or its Affiliate) hereunder.
Subject to Section 16. 1 above, Willxxxx xxxll timely report and pay any and all sales, use, income, gross receipts, excise, transfer, ad valorem or other taxes, and any and all franchise fees or similar fees assessed against it due to its construction, ownership or use of the System, provided that Grantee shall reimburse Willxxxx xxx its Pro-Rata Share of property taxes (including ad valorem, use, property, or similar taxes, franchise fees, or assessments that are based on the value of property or of a property right) attributable to the System, including taxes based on the value, operation, or existence of the System.
Subject to Section 16. 1.9, the Lenders may deliver a copy of any financial statement or any other information relating to the business, assets or condition (financial and otherwise) of the Borrower and its Subsidiaries or the Guarantors which may be furnished to them under this Agreement or otherwise to 115 any prospective or other Participant or Assignee to the extent reasonably required by such Participant or Assignee in connection with its interest or the proposed acquisition of an interest in the Credit or a Bid Loan or any Money Market Loans.
Subject to Section 16. 9(c), the following Sections of Article 16 may not be amended without the consent of the Lead Borrower: 118
Subject to Section 16. 1.1.1, good faith responses by the Indemnified Person to subpoenas and discovery requests or good faith testimony or affidavits given in the course of a Proceeding, in each case arising out of a Third Party Claim, will not be considered such a prejudicial act or omission of the Indemnified Person.
Subject to Section 16. 9 below, Landlord shall (a) maintain and operate the existing shared HVAC systems (that serve both the Premises and other areas of the Building) used for the Permitted Use only (“Base HVAC”) and (b) subject to Subsection 16.8(a), furnish such Base HVAC (via the existing shared HVAC systems that serve both the Premises and other areas of the Building) as reasonably required (except as this Lease otherwise provides) for reasonably comfortable occupancy of the Premises twenty-four (24) hours a day, every day during the Term, subject to casualty, eminent domain or as otherwise specified in this Article. Notwithstanding anything to the contrary in this Section, Landlord shall have no liability, and Tenant shall have no right or remedy, on account of any interruption or impairment in HVAC services; provided that Landlord diligently endeavors to cure any such interruption or impairment.
Subject to Section 16. 2 above, all disputes arising out of or related to this Agreement shall be settled by binding arbitration according to the Commercial Arbitration Rules of the American Arbitration Association, by one or more arbitrators appointed pursuant to such Rules. If the arbitration is initiated by Huttig, arbitration shall be in Boise, Idaho, and if the arbitration is initiated by Woodgrain, arbitration shall be in St. Louis, Missouri, unless otherwise agreed to by the Parties. All costs of arbitration, including but not limited to, reasonable attorneys’ fees and witness expenses shall be awarded to the prevailing Party. Judgment on the award may be entered in any court capable of exercising jurisdiction. Once the arbitration hearing has commenced, it shall remain in continuous session, weekends and local holidays excepted, until concluded. Procedural timelines shall be strictly enforced and the matter shall be decided based on the provisions of applicable law. The arbitrator(s) shall issue a reasoned award within thirty (30) days of the conclusion of the hearing. The Parties agree that such award shall remain confidential and that no appeals will be taken from the award nor its enforcement opposed, except on the grounds of material undisclosed conflict of interest on the part of the arbitrator(s) or fraud. If more than one dispute arises from this Agreement, where possible, all such disputes shall be consolidated into a single arbitration.
Subject to Section 16. 9, the parties may jointly collaborate and participate in industry events, conferences, press releases and similar activities as mutually agreed on a case-by-case basis.
