Termination and Indemnification. (a) Any Party may terminate this Agreement as to itself at any time and for any reason by providing the other Parties at least thirty (30) days’ prior written notice of its desired termination date; provided, however, that (i) any Party hereto may terminate this Agreement as to itself immediately upon the insolvency of another Party or the appointment of a conservator, liquidator or statutory successor of another Party, except as described in Section 21, and (ii) a non-breaching Party may terminate this Agreement as to itself upon any material breach of any material term of this Agreement by another Party, where such other Party fails to cure such breach within fifteen (15) days following receipt of written notice thereof.
(b) Any notice of termination shall be sent to all Parties hereto, and a Party who is an insurance company shall also send the notice to its domiciliary insurance regulator; provided, that this Agreement shall remain in full force and effect with respect to such other Parties unless and until any or all of such other Parties shall elect to terminate this Agreement.
(c) Upon any termination of this Agreement and for a period of up to six (6) months following termination, all Service Providers shall provide such services as may be reasonably requested by any Service Recipient to provide for the orderly transition of the services provided hereunder to another service provider designated by such Service Recipient. Such Service Recipient shall reimburse each Service Provider at cost for the provision of any such transition services.
(d) Any Service Recipient, upon ninety (90) days’ prior written notice to any Service Provider, may terminate any one or more of the services to be furnished hereunder by such Service Provider to such Service Recipient. Any such partial termination with respect to specific services shall not be deemed to terminate this Agreement in its entirety or to affect the remaining Parties.
(e) The Service Provider shall indemnify and hold harmless each Service Recipient, for and against any and all claims or losses arising out of or relating to the gross negligence or willful misconduct of the Service Provider.
Termination and Indemnification. The term of this Agreement shall expire as of the expiration of the guaranteed Capacity period, as defined in this Agreement. In addition, either party hereto may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party. Termination of this Agreement shall result in the termination of all duties and authorities of each party, other than Sections 6, 9 and 10 hereof which shall survive any such termination. By signing this Letter Agreement Manager and Marketer agree to the provisions regarding indemnification, contribution, and limitation of liability attached to this Letter Agreement as Appendix A which provisions are expressly incorporated by reference herein.
Termination and Indemnification. A. The Board of Education and the Superintendent shall fully perform this contract, it being understood that any deviation from its terms and provisions shall be by mutual consent of the Board of Education and the Superintendent. Failure on the part of the Superintendent to fulfill his obligations under this contract will be considered a violation of the Code of Ethics of the American Association of School Administrators, and may be reported by the Board of Education to the appropriate State Association of School Administrators and State educational authorities.
B. The Superintendent shall be indemnified and held harmless by the School District from any and all demands, claims, suits, actions, or legal proceedings brought against the Superintendent in his individual or official capacity as an agent and/or employee of the District to the extent that insurance coverage is not available to either the Superintendent or the School District.
Termination and Indemnification. After the Closing, DoveBid ------------------------------- agrees to immediately provide XxxxxXxx.xxx, Inc. ("TradeOut") with written notice to terminate that certain Strategic Alliance Agreement dated as of February 28, 2000 by and between the Company and TradeOut (the "TradeOut Agreement"). Each of the X.Xxxx and X.Xxxx, jointly and severally, hereby indemnify, defend and hold harmless DoveBid and its subsidiaries, affiliates, officers, directors, agents, representatives and employees, and each person, if any, who controls or may control DoveBid within the meaning of the Securities Act ("DoveBid Persons"), from and against any and all claims, demands, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees and expenses ("Losses") that arise out of or are in anyway related to the TradeOut Agreement, that certain Warrant to Purchase Common Stock issued to the Company covering up to 525,000 shares of the common stock of TradeOut (the "Warrant"), the Right of First Refusal and Co-Sale Agreement dated as of October 18, 1999 referred to in the Warrant, and all agreements, exhibits and other instruments referred therein or related thereto (the "TradeOut Agreements") and any actions taken by or omissions of X.Xxxx, X.Xxxx or the Company under the TradeOut Agreements and any violation, breach or conflict of the TradeOut Agreements or for any breach or violation of a representation, warranty or covenant of the Company or the Shareholders in this Agreement arising from or related to the TradeOut Agreement or the termination of the TradeOut Agreement (excluding liabilities of the Company owing to TradeOut in the amount of $425,000 that is reflected on the Balance Sheet and claims resulting from acts of DoveBid or employees of DoveBid other than X.Xxxx and X.Xxxx including in their capacities as DoveBid officers). The obligations of X.Xxxx and X.Xxxx under this Section 9.4 shall survive the termination or expiration of this Agreement and the Closing.
Termination and Indemnification. SECTION 9.01 Termination 62 SECTION 9.02 Effect of Termination 63 SECTION 9.03 Indemnity 63 SECTION 9.04 Indemnification Procedures 64 SECTION 9.05 Limitations on Indemnity 65 SECTION 9.06 Tax Treatment of Indemnification Payments 67 SECTION 10.01 Successors and Assigns 67 SECTION 10.02 Governing Law 67 SECTION 10.03 Dispute Resolution 67 SECTION 10.04 Notices 68 SECTION 10.05 Rights Cumulative; Specific Performance 68 SECTION 10.06 Fees and Expenses 69 SECTION 10.07 Restriction on the Use of Name 69 SECTION 10.08 Finder’s Fee 70 SECTION 10.09 Severability 70 SECTION 10.10 Amendments and Waivers 70 SECTION 10.11 No Waiver 71 SECTION 10.12 Delays or Omissions 71 SECTION 10.13 No Presumption 71 SECTION 10.14 Counterparts 71 SECTION 10.15 Entire Agreement 71 SCHEDULE I Principals and Principal Holdcos SCHEDULE II Selling Shareholders SCHEDULE III Capitalization Table SCHEDULE IV Certain Group Companies SCHEDULE V Notices SCHEDULE VI Key Employees SCHEDULE VII Company Disclosure Schedule SCHEDULE VIII Selling Shareholders Disclosure Schedule EXHIBIT A-1 Form of Deed of Transfer for Selling Shareholders EXHIBIT A-2 Form of Deed of Transfer for the Rollover Shareholder EXHIBIT B Form of Cayman Islands Legal Opinion EXHIBIT C Benchmark Date Net Debt Calculation Principles THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on April 2, 2018 by and among:
Termination and Indemnification. SECTION 9.01 Termination 62 SECTION 9.02 Effect of Termination 63 SECTION 9.03 Indemnity 63 SECTION 9.04 Indemnification Procedures 64 SECTION 9.05 Limitations on Indemnity 65 SECTION 9.06 Tax Treatment of Indemnification Payments 67 SECTION 10.01 Successors and Assigns 67 SECTION 10.02 Governing Law 67 SECTION 10.03 Dispute Resolution 67 SECTION 10.04 Notices 68 SECTION 10.05 Rights Cumulative; Specific Performance 68 SECTION 10.06 Fees and Expenses 69 SECTION 10.07 Restriction on the Use of Name 69 SECTION 10.08 Finder’s Fee 70 SECTION 10.09 Severability 70
Termination and Indemnification. This clause is valid for both of the parties. This can be true in case of any violation incurred due to the above mentioned term & conditions. Should any terms of this agreement be breached, the settlement for such breach will be no greater than the amount donated.
Termination and Indemnification. 65 9.1. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 9.2. Procedure and Effect of Termination . . . . . . . . . . . . . . . . 66 9.3. Survival of Representations, Warranties and Covenants . . . . . . . 66 9.4. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 67 9.5. Break-Up Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 (iii)
Termination and Indemnification. Either XXX or Heartis may terminate this Agreement at any time without notice if the counterparty (the “Breaching Party”) breaches any provision of this Agreement, and the Breaching Party shall indemnify the counterparty for any and all damages, losses, expenses or burdens (regardless of whether or not they arose as a result of a third-party claim, and includes reasonable legal fees) suffered or incurred as a result.
Termination and Indemnification. 13.1. This Share Agreement shall continue in full force and effect until all obligations and rights set forth herein are complied with and/or exercised, provided that the obligations under Section 2.1 shall terminate upon termination of the Fosfertil Option Agreement pursuant to its Section 21.
