UNITED STATES GOVERNMENTAL INDEMNITY Sample Clauses

UNITED STATES GOVERNMENTAL INDEMNITY. Notwithstanding any of the foregoing paragraphs, in the event of a Permitted Sub-Lease to, or a requisition of use by, the United States or any Governmental Entity whose obligations have the full faith and credit of the federal Government of the United States, Lessor agrees to accept in lieu of insurance required hereunder indemnification or insurance from the United States or such a Governmental Entity in a form reasonably acceptable to Lessor and Owner and against such risks and in such amounts and on such terms such that when added to the Insurance maintained by Lessee, Lessee is in full compliance with the requirements of Section 9 and this Schedule.
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UNITED STATES GOVERNMENTAL INDEMNITY. Notwithstanding any of the foregoing paragraphs, in the event of a Permitted Sub-Lease to, or a requisition of use by, the United States or any Governmental Entity whose obligations have the full faith and credit of the federal Government of the United States, Lessor agrees to accept in lieu of insurance required hereunder indemnification or insurance from the United States or such a Governmental Entity in a form reasonably acceptable to Lessor and Owner and against such risks and in such amounts and on such terms such that when added to the Insurance maintained by Lessee, Lessee is in full compliance with the requirements of Section 9 and this Schedule. 7-4 SCHEDULE 8 FORM OF LESSEE'S AND GUARANTOR'S LEGAL OPINION [Lessor] [Owner] [Financing Parties' Representative] Ladies and Gentlemen: 1. You have asked us to render an opinion in connection with the transaction governed by or subject to, inter alia, the following documents. (a) the Lease as defined below; (b) the [Articles/Certificate of Incorporation and By-laws]* of Lessee; and [*Counsel should amend this reference as necessary to describe the actual constitutional documents of Lessee]. (c) all other documents, approvals and consents of whatever nature and wherever kept which, it was, in our judgement and to our knowledge, necessary or appropriate to examine to enable us to give the opinion expressed below. Words and expressions used and not otherwise defined herein will bear the same meanings as defined in an Aircraft Lease Agreement dated __________, _____ between __________ ("Lessor") and __________ ("Lessee") in respect of one __________ aircraft with manufacturer's serial number __________ together with the __________ installed __________ engines (the "Aircraft"). As used herein the term "Lease" means and includes the Aircraft Lease Agreement which incorporates the Common Terms Agreement (as defined therein) and Lease Supplement No.__________. Also, for the purposes of this opinion, the term "Lease" includes the Acknowledgment and Agreement dated as of the date hereof executed by Lessee in favor of Owner and Financing Parties' Representative. 2. Having considered the documents listed in paragraph 1 above, and having regard to the relevant laws of __________ we are pleased to advise that in our opinion: (a) Lessee is a company duly incorporated and in good standing under the laws of ____________ and is qualified to do business as a foreign corporation in each jurisdiction where failure to so quali...
Sample 1
UNITED STATES GOVERNMENTAL INDEMNITY. Notwithstanding any of the foregoing paragraphs, in the event of a Permitted Sub-Lease to, or a requisition of use by, the United States or any Governmental Entity whose obligations have the full faith and credit of the federal Government of the United States, Lessor agrees to accept in lieu of insurance required hereunder indemnification or insurance from the United States or such a Governmental Entity in a form reasonably acceptable to Lessor and Owner and against such risks and in such amounts and on such terms such that when added to the Insurance maintained by Lessee, Lessee is in full compliance with the requirements of Section 9 and this Schedule. 7 EXECUTION VERSION ----------------- AMENDMENT TO AIRCRAFT LEASE COMMON TERMS AGREEMENT DATED DECEMBER 14, 2001 BETWEEN GENERAL ELECTRIC CAPITAL CORPORATION AS LESSOR AND ALOHA AIRLINES, INC. AS LESSEE THIS AMENDMENT TO AIRCRAFT LEASE COMMON TERMS AGREEMENT is made on December 14, 2001 (this "AGREEMENT") BETWEEN: GENERAL ELECTRIC CAPITAL CORPORATION, a company incorporated under the laws of Delaware whose principal office is at 000 Xxxx Xxxxx Xxxx, Xxxxxxxx, XX 00000, X.X.X. ("GE CAPITAL"); and ALOHA AIRLINES, INC., a company incorporated under the laws of Delaware whose principal place of business is at 000 Xxxxx Xxxxxx, Xxxxxxxx, XX 00000, X.X.X. and its chief executive office at 500 Ala Moana Blvd., Two Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, X.X.X. ("ALOHA").
Sample 1
UNITED STATES GOVERNMENTAL INDEMNITY. (a) Notwithstanding any of the foregoing paragraphs, in the event of a requisition for use by and/or for the United States or any Governmental Entity whose obligations have the full faith and credit of the Federal Government of the United States, Lessor agrees to accept in lieu of insurance required hereunder indemnification or insurance from the United States or such a Governmental Entity in a form reasonably acceptable to Lessor and against such risks and in such amounts and on such terms such that when added to the Insurance maintained by Lessee, Lessee is in full compliance with the requirements of Section 9 and this Schedule. (b) Notwithstanding any of the foregoing paragraphs, Lessor agrees to accept in lieu of the insurance required hereunder, indemnification or insurance from the United States Government in a form as stated above and against War Risks and Allied Perils and in such amounts and on such terms that when added to the Insurance maintained by Lessee, Lessee is in full compliance with the requirements of Section 9 and this Schedule. PART 1 FORM OF LESSEE LEGAL OPINION (IN-HOUSE) (a) AirTran is a company duly incorporated and is in good standing under the Laws of Delaware, and Holdings is a company duly incorporated and is in good standing under the Laws of Nevada. (b) AirTran has all necessary corporate power to execute, deliver, and perform its obligations under the Agreement, and the Holdings has all necessary corporate power to execute, deliver, and perform its obligations under the Guarantee. Neither the execution and delivery of the Agreement or the Guarantee by AirTran or Holdings (respectively), nor the consummation of the transactions contemplated thereby, requires the approval of the stockholders of AirTran or Holdings, or will result in any violation of (a) its Certificate of Incorporation or By-laws, or (b) any Law known to us to be applicable to, or binding on, AirTran or Holdings. (c) The execution, delivery, and performance by AirTran of the Agreement and by Holdings of the Guarantee do not, to our knowledge, breach or result in a default under any indenture, mortgage, or other agreement to which AirTran or Holdings is a party or by which AirTran or Holdings is bound. (d) The execution, delivery, and performance of the Agreement by AirTran and the Guarantee by Holdings have been duly authorized by all necessary corporate action on the part of AirTran and Holdings, respectively, and the Agreement has been duly executed and del...
Sample 1
UNITED STATES GOVERNMENTAL INDEMNITY. Notwithstanding any of the foregoing paragraphs, in the event of a Permitted Sub-Lease to, or a requisition of use by, the United States or any Governmental Entity whose obligations have the full faith and credit of the federal Government of the United States, Lessor agrees to accept in lieu of insurance required hereunder indemnification or insurance from the United States or such a Governmental Entity in a form reasonably acceptable to Lessor and Owner and against such risks and in such amounts and on such terms such that when added to the Insurance maintained by Lessee, Lessee is in full compliance with the requirements of Section 9 and this Schedule. SCHEDULE 8 FORM OF LESSEE'S AND GUARANTOR'S LEGAL OPINION [Owner] [Financing Parties' Representative] Ladies and Gentlemen: 1. You have asked us to render an opinion in connection with the transaction governed by or subject to, inter alia, the following documents. (a) the Lease as defined below; (b) the [Articles/Certificate of Incorporation and By-laws]* of Lessee; and [*Counsel should amend this reference as necessary to describe the actual constitutional documents of Lessee]. (c) all other documents, approvals and consents of whatever nature and wherever kept which it was, in our judgement and to our knowledge, necessary or appropriate to examine to enable us to give the opinion expressed below.
Sample 1
UNITED STATES GOVERNMENTAL INDEMNITY. Notwithstanding any of the foregoing paragraphs, in the event of a Permitted Sub-Lease to, or a requisition of use by, the United States or any Governmental Entity whose obligations have the full faith and credit of the federal Government of the United States, Lessor agrees to accept in lieu of insurance required hereunder indemnification or insurance from the United States or such a Governmental Entity in a form reasonably acceptable to Lessor and Owner and against such risks and in such amounts and on such terms such that when added to the Insurance maintained by Xxxxxx, Lessee is in full compliance with the requirements of Section 9 and this Schedule. 7-4 <PAGE> SCHEDULE 8 FORM OF LESSEE'S AND GUARANTOR'S LEGAL OPINION [Lessor] [Owner] [Financing Parties' Representative] Ladies and Gentlemen: 1. You have asked us to render an opinion in connection with the transaction governed by or subject to, inter alia, the following documents. (a) the Lease as defined below; (b) the [Articles/Certificate of Incorporation and By-laws]* of Lessee; and [*Counsel should amend this reference as necessary to describe the actual constitutional documents of Xxxxxx].
Sample 1
UNITED STATES GOVERNMENTAL INDEMNITY. Notwithstanding any provisions contained in Section 9 of the CTA or this Schedule to the contrary, Lessor agrees to accept in lieu of insurance required hereunder indemnification or insurance from the United States Government against such risks and in such amounts and on such terms such that when added to the Insurance maintained by Lessee (or Permitted Sub-Lessee), Lessee (or Permitted Sub-Lessee) complies with the requirements of Section 9 and this Schedule, PROVIDED that on or prior to the date of such agreement, the Lessee (or Permitted Sub-Lessee) shall provide an officer's certificate of the Lessee (or Permitted Sub-Lessee) certifying that any such insurance or indemnity provides protection no less favorable than insurance coverage that would comply with Section 9 and this Schedule.
Sample 1
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UNITED STATES GOVERNMENTAL INDEMNITY. Notwithstanding any of the foregoing paragraphs, in the event of a Permitted Sub-Lease to, or a requisition of use by, the United States or any Governmental Entity whose obligations have the full faith and credit of the federal Government of the United States, Lessor agrees to accept in lieu of insurance required hereunder indemnification or insurance from the United States or such a Governmental Entity in a form reasonably acceptable to Lessor and Owner and against such risks and in such amounts and on such terms such that when added to the Insurance maintained by Lessee, Lessee is in full compliance with the requirements of Section 9 and this Schedule. May 12, 2000 Aloha Airlines, Inc. 000 Xxxxx Xxxxxx Xxxxxxxx, Xxxxxx 00000 Attn: Executive Vice President and Chief Financial Officer Re: Aircraft Lease Agreement dated as of May 12, 2000 between Aviation Financial Services, Inc., as Lessor, and Aloha Airlines, Inc., as Lessee, in respect of One Boeing 737-700 Aircraft Bearing MSN 28641, incorporating the terms of that certain Common Terms Agreement dated as of May 12, 2000 (the "CTA") between General Electric Capital Corporation and Aloha Airlines, Inc. (collectively, the "Lease") Ladies and Gentlemen: We refer to the Lease, as defined above, and capitalized terms used without definition herein have the meanings assigned to them in the Lease. This letter will serve as the acknowledgment of Aviation Financial Services, Inc., as lessor ("Lessor") under the Lease, that neither of the following situations shall constitute an "Event of Default" under the Lease pursuant to Section (h) of Schedule 9 to the CTA: 1. Cessation or temporary suspension of Lessee's trans-Pacific route between Hawaii and California (or any other location within the continental United States); or 2. Cessation or temporary suspension of any segment of Lessee's business which accounted for ten percent (10%) or less of the gross revenues of Lessee over the last three fiscal years immediately preceding the date of suspension or cessation (which calculation shall be made on a cumulative basis taking into account any and all segments of Lessee's business suspended or ceased within such three-year period).
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Related to UNITED STATES GOVERNMENTAL INDEMNITY

  • United States Government Obligations The Employee acknowledges that the Company from time to time may have agreements with other persons or with the United States Government, or agencies thereof, which impose obligations or restrictions on the Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. The Employee agrees to be bound by all such obligations and restrictions which are made known to the Employee and to take all action necessary to discharge the obligations of the Company under such agreements.

  • Environmental Indemnity Borrower agrees to indemnify, hold harmless and defend Indemnitees from and against all proceedings, claims, damages, penalties and costs (whether initiated or sought by Governmental Authorities or private parties), including Attorneys’ Fees and Costs and remediation costs, whether incurred in connection with any judicial or administrative process or otherwise, arising directly or indirectly from any of the following: (i) Any breach of any representation or warranty of Borrower in Section 5.05. (ii) Any failure by Borrower to perform any of its obligations under Section 6.12. (iii) The existence or alleged existence of any Prohibited Activity or Condition. (iv) The presence or alleged presence of Hazardous Materials on or under the Mortgaged Property or in any of the Improvements. (v) The actual or alleged violation of any Hazardous Materials Law.

  • Environmental Indemnification Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

  • Governmental Immunity The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 00-00-000, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees.

  • No Conflict; Government Consent Neither the execution and delivery by the Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate, except to the extent that such violation, alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or (ii) the Borrower’s or any Subsidiary’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, bylaws, or operating or other management agreement, as the case may be, or (iii) the provisions of any indenture, instrument or agreement to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by the Borrower or any of its Subsidiaries, is required to be obtained by the Borrower or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Borrower of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.

  • Taxes; Governmental Charges Borrower has filed all federal, state and local tax reports and returns required by any law or regulation to be filed by it and has either duly paid all taxes, duties and charges indicated due on the basis of such returns and reports, or made adequate provision for the payment thereof, and the assessment of any material amount of additional taxes in excess of those paid and reported is not reasonably expected.

  • LEGAL INDEMNIFICATION For the purposes of legal costs, it shall include those costs of an Association approved para-legal service. (A) Subject to the other provisions of this Article, a member charged with and finally acquitted of a criminal or statutory offence because of acts done in the performance or attempted performance of his employment or duties, shall be indemnified for the necessary and reasonable legal costs incurred in the defence of such charges. (B) Members shall not be indemnified for legal costs arising from the actions or omissions of members acting in their capacity as private citizens. For the purpose of Clause 29.1 (A) a Member: shall be deemed to have been "Finally Acquitted", where charges are withdrawn or where he is discharged following a preliminary inquiry; and shall be deemed not to have been "Finally Acquitted" where the member is given an absolute or conditional discharge or where, if as a result of charges laid he is subsequently found guilty of, or pleads guilty to, other charges arising out of the same incident or incidents. 29.2 When a member is a defendant in a civil action for damages because of acts done in the course of his employment or duties he shall be indemnified for the necessary and reasonable legal costs incurred in the defence of such an action in the following circumstances only: (i) where the Board is not joined in the action as a party pursuant to s. 50 of the Police Services Act, and the Board does not defend the action on behalf of itself and the member as joint tortfeasors at the Board's sole expense; (ii) where the Board is joined as a party or elects to defend the action, but the Solicitor retained on behalf of the Board and the member is of the view that it would be improper for him to act for both the Board and the member in that action. 29.3 Where during an inquest under the Coroner's Act a member's conduct is called into question because of acts done in the performance of his duties, the member shall be indemnified for any necessary and reasonable legal costs directly arising from the protection of the member's interest at such inquiry, but only if: (i) the Chief of Police or the Board does not provide counsel to represent the York Regional Police, at the Board's expense; or (ii) in the opinion of counsel retained by the Chief of Police or the Board to represent the York Regional Police, it would be improper for him to represent the member and the Chief and/or the Board before that inquiry. 29.4 To qualify for financial assistance under 29.1, 29.2 or 29.3, the member shall obtain the Board's approval of counsel to be retained by the member by application to the Board through the Chief. The Board's approval of counsel shall not be withheld unreasonably. 29.5 The Board will not consider any application for financial assistance which relates to the legal representation of a member in connection with a grievance or complaint made under the provisions of the Police Services Act, 1990 of this Collective Agreement or for the legal defence of a member resulting from a discipline charge made under the Police Services Act, 1990, Regulations made under that Act and all amendments thereto. 29.6 Where an investigation is commenced under Part VII of the Police Services Act and it appears to the Chief of Police that a member requires legal counsel in responding to the investigation, the Chief of Police may arrange for legal counsel to provide counsel to the member in connection with the investigation of such terms as the Chief considers appropriate. As soon as practicable, the Chief shall bring his action and his recommendation to the attention of the Board who may approve or alter the terms of retention of such legal counsel or the Chief's recommendation in respect thereof. Neither the Board nor the Chief shall provide legal counsel after the completion of the investigation or the laying of information(s), as Article 29 of the Civilian Collective Agreement is intended to govern such matters. 29.7 All sections under Article 29 (Legal Indemnification) are subject to review and re- negotiation by either the Board or the Association when the Regulations of the Police Services Act are proclaimed in force. If changes cannot be negotiated then either party reserves the right to submit the terms of this Article to arbitration. 29.8 A member who becomes involved in a matter which may entitle him/her to legal indemnification under this clause is entitled to receive funds from the Board for a retainer and/or for interim payment of legal costs as reasonably requested by the member’s counsel to a maximum of $5,000.00 provided the member undertakes to indemnify the Board for such funds advanced to him if the member is finally determined not to be eligible for indemnification in accordance with this Agreement.

  • Governmental Inquiries The Acquiror Company has provided to the Company a copy of each material written inspection report, questionnaire, inquiry, demand or request for information received by the Acquiror Company from any Governmental Authority, and the Acquiror Company’s response thereto, and each material written statement, report or other document filed by the Acquiror Company with any Governmental Authority.

  • No Conflict; Governmental Consents (a) The execution and delivery by the Company of this Agreement and the Transaction Documents, the issuance and sale of the Securities (including, when issued, the Shares) and the consummation of the other transactions contemplated hereby or thereby do not and will not (i) result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is bound including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect, (ii) conflict with or violate any provision of the Company’s Articles of Incorporation (the “Articles”), as amended or the Bylaws, (and collectively with the Articles, the “Charter Documents”) of the Company, and (iii) conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with or without due notice or lapse of time or both) a default or give to others any rights of termination, amendment, acceleration or cancellation (with or without due notice, lapse of time or both) under any agreement, credit facility, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of their respective properties or assets is subject, nor result in the creation or imposition of any Encumbrances upon any of the properties or assets of the Company or any Subsidiary. (b) No approval by the holders of Common Stock, or other equity securities of the Company is required to be obtained by the Company in connection with the authorization, execution, delivery and performance of this Agreement and the other Transaction Documents or in connection with the authorization, issue and sale of the Securities and, upon issuance, the Shares, except as has been previously obtained. (c) No consent, approval, authorization or other order of any governmental authority or any other person is required to be obtained by the Company in connection with the authorization, execution, delivery and performance of this Agreement and the other Transaction Documents or in connection with the authorization, issue and sale of the Securities and, upon issuance, the Shares, except such post-sale filings as may be required to be made with the SEC, FINRA and with any state or foreign blue sky or securities regulatory authority, all of which shall be made when required.

  • No Governmental Consents No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.

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