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.
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.
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. 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. Hereby, both the companies are requested to signature the contract: Signature for Columbia Neighborhood Watch: Date: - Signature of an Authority from (company name) :
Termination and Indemnification. If a Party is required by the other Party to engage in any act that violates this Article 11, that Party may immediately terminate this Agreement and/or any Order and will not be in breach or default as a result of such termination. Each Party further agrees to Indemnify the other Party and all members of its Group from and against all Claims arising from its violation of this Article 11.
Termination and Indemnification. 14.1. Upon termination of this employment contract at the initiative of the BV, and/or termination at the initiative of Westerhout due to such a change of circumstances that it cannot be reasonably expected of Westerhout to remain employed with the BV (for example, but not limited to the case of a merger or acquisition as a result of which the position of Westerhout substantially changes and/or in which case another director is appointed as a result of which the responsibilities of Westerhout are substantially reduced), the BV shall have to pay an indemnification to Xxxxxxxxxx, as further indicated in this article.
Termination and Indemnification. 62 9.1. Termination.........................................................62 9.2. Procedure and Effect of Termination.................................62 9.3. Survival of Representations, Warranties and Covenants...............63 9.4. Indemnification.....................................................63 9.5. Break-Up Fee........................................................68 (iii)
Termination and Indemnification. 14 Section 7.1. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 7.2. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ARTICLE VIII. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . 14 Section 8.1. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 8.2. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 8.3. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 8.4. Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 8.5. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 8.6. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 GUARANTEE AGREEMENT This GUARANTEE AGREEMENT, dated as of _______________, 1997, is executed and delivered by THE FIRST AMERICAN FINANCIAL CORPORATION, a California corporation (the "Guarantor"), having its principal office at 000 Xxxx Xxxxx Xxxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000, and Wilmington Trust Company, a Delaware banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein) of First American Capital Trust I, a Delaware statutory business trust (the "Trust").
Termination and Indemnification. (1) SXX may terminate this Agreement at any time without notice if EZER breaches any representations or warranties under the preceding Article or any of its obligations under this Agreement.
