XXX INDEMNITY. XXX shall indemnify, defend and hold ------------- harmless SRP, its officers, agents and employees of and from any claim, demand, lawsuit, or action of any kind for injury to or death of persons, including, but not limited to, employees of XXX or SRP, and damage or destruction of property, including, but not limited to, property of either XXX or SRP, arising out of: (a) negligent or willful acts or omissions of XXX, its agents, officers, directors, employees or contractors; (b) the exercise by XXX of the privileges or rights given herein; and (c) the performance by XXX of any of its obligations under this Agreement. Such obligation to indemnify shall extend to and encompass all costs incurred by SRP in defending such claims, demands, lawsuits or actions, including, but not limited to, attorney, witness and expert witness fees, and any other litigation related expenses. ELI's obligations pursuant to this Section 17.1 shall not extend to claims, demands, lawsuits or actions for liability attributable to the active negligence or willful action of SRP, its directors, officers, employees, contractors, successors or assigns. XXX shall pay any cost that may be incurred by SRP in enforcing this indemnity, including reasonable attorney fees.
XXX INDEMNITY. 46.01. Subject to Tenant's compliance with the terms and provisions of the Condominiumization Agreement, Landlord and Tenant hereby acknowledge that Landlord, at the request of Tenant, (i) will subject the Land and Building to the Condominium and (ii) has agreed to enter into the Xxxxxxxxx with the XXX. Tenant hereby further acknowledges that the Xxxxxxxxx shall require Landlord to indemnify, defend and hold harmless the XXX (and the other parties collectively referred to in Schedule I, attached hereto and made a part hereof, as the "Indemnified Parties") on the basis and pursuant to the terms, provisions, conditions and covenants of, an indemnity substantially in the 146 form of that set forth in said Schedule I and that, in order to induce Landlord to enter into such Xxxxxxxxx and agree to indemnify the Indemnified Parties, Tenant hereby agrees to indemnify Landlord, its successors and assigns, and to hold Landlord, its successors and assigns, harmless and to defend Landlord, its successors and assigns, against all damages, losses, costs and expenses (collectively, "Losses") suffered, incurred or expended by Landlord, its successors and assigns in connection with such indemnity actually given, or to be actually given, if and to the extent required by the XXX pursuant to the Condominiumization Agreement or any other document executed in connection therewith or in furtherance thereof, to the Indemnified Parties as well as any further or other indemnity that Landlord, its successors and assigns may, from time to time, give, if and to the extent required by the XXX pursuant to the Condominiumization Agreement or any other document executed in connection therewith or in furtherance thereof, or be required to give, to all or any of the Indemnified Parties (hereinafter collectively referred to as the "Indemnity"), including, without limitation, those incurred or expended as a result of, or in connection with, Landlord, its successors and assigns, or any one or more or all of them being called upon to perform, or performed, in connection with the Indemnity, and Tenant, at the request of Landlord, its successors and assigns, shall in the first instance defend, protect and hold harmless the Indemnified Parties and Landlord, its successors and assigns, from each and every matter and item contained in the Indemnity.
46.02. Notwithstanding anything to the contrary set forth in Section 46.01, Tenant shall not be required to so indemnify, defend or hold harmless Landlo...
XXX INDEMNITY. 1The Company makes no warranty or representation as to whether income tax or employee national insurance contributions are lawfully payable in relation to the payments made under this Agreement.
XXX INDEMNITY.
(a) Lessee acknowledges that the Rent in each Lease has been calculated on the assumption that Lessor will be the owner of the Equipment for federal, state and local income tax purposes on the date it acquires the Equipment pursuant to the Master Purchase Agreement, that it will remain the sole owner after entering into the applicable Lease and that, for federal, state and local income tax purposes, it will be able to (i) claim an investment tax credit (for federal income tax purposes) under section 48(a)(3)(iv) of the Code on the Rental Commencement Date equal to 30% of the appraised fair market value of the Equipment on the Rental Commencement Date (as determined by the Appraiser), (ii) claim cost recovery reductions of one hundred percent (100%) of Lessor's Depreciable Cost (as defined below), under section 168(k)(1) of the Code, in the taxable year that includes the Rental Commencement Date with respect thereto and assuming such Equipment's salvage value is zero and (iii) amortize transaction expenses incurred in connection with each Lease ratably over the applicable Initial Term. The foregoing investment tax credit, depreciation deductions and amortization deductions are referred to herein as the "Tax Benefits." "Lessor's Depreciable Cost" means (1) for state and local income tax purposes, the appraised fair market value of the Equipment on the Rental Commencement Date (as determined by the Appraiser) and (2) for federal income tax purposes, the appraised fair market value of the Equipment on the Rental Commencement Date (as determined by the Appraiser), reduced by 50% of the investment tax credit in clause (i) above. The "Appraiser" for purposes of this Section 18 has the meaning given to such term in Exhibit B to this Agreement. Lessee acknowledges further that the Rent in each Lease has been calculated on the assumption that Lessor will have to report the Rent as income in the periods and amounts shown on the Rent schedule to such Lease.
XXX INDEMNITY. The Shareholders shall have duly executed the Tax Indemnity in the form of Exhibit J hereto.
XXX INDEMNITY. Participant agrees to indemnify and keep indemnified the Company, any Subsidiary, any Parent and his/her Employer if different, from and against any liability for or obligation to pay any Tax Liability (a “Tax Liability” being any liability for income tax, employee’s National Insurance contributions and (at the discretion of the Company) employer’s National Insurance Contributions (or other similar obligations to pay tax and social security wherever in the world arising) that is attributable to (1) the grant or exercise of, or any benefit derived by Participant from, the Option or the Shares which are the subject of the Option, (2) the transfer or issue of Shares to Participant on satisfaction of the Option or any other benefit on exercise of the Option, (3) any restrictions applicable to the Shares held by the Participant ceasing to apply to those shares, or (4) the disposal of any Shares (each of those events referred to as a “Taxable Event”)).
XXX INDEMNITY. Xxx shall indemnify, defend, and hold harmless NanoString and its Affiliates, and their respective officers, directors, employees, agents, licensors, and their respective successors, heirs and assigns, and representatives (the “NanoString Indemnitees”), from and against any and all Losses and Claims, resulting from any Third Party claim or proceeding against a NanoString Indemnitee, to the extent that such claim or proceeding arises out of: (a) the negligence, recklessness, or wrongful intentional acts or omissions of Xxx, its Affiliates, or its (sub)licensees and its or their respective directors, officers, employees, and agents, in connection with Xxx’x performance of its obligations or exercise of its rights under this Agreement; and (b) any material breach by Xxx of any representation, warranty, or covenant set forth in this Agreement; except for Losses and Claims to the extent (1) arising out of Section 4.3, Exhibits B-1 or B-2 or, for the avoidance of doubt, the Warrant, (2) covered by Section 8.1(a) or (b), or (3) reasonably attributable to any NanoString Indemnitee having committed an act or acts of negligence, recklessness, or willful misconduct.
XXX INDEMNITY. This Lease has been entered into, and the Equipment has been acquired by the Lessor, on the basis that Lessor and/or any persons, firms, corporations or other entities to which Lessor transfers or has transferred title to all or any portion of the Equipment (the "Owner") shall be entitled to such deductions, credits and other benefits as are provided to an owner of property (the "Tax Benefits"), including, without limitation, the accelerated cost recovery or depreciation deduction on the Equipment under various Sections of Internal Revenue Code of 1986 as amended from time to time (the "Code") based upon such depreciable lives, averaging conventions, methods of depreciation and other accounting methods as the Owner elects for tax purposes, and the deduction under Section 163 of the Code in the full amount of any interest paid or accrued by the Owner in accordance with the Owner's method of accounting for tax purposes with respect to any indebtedness incurred by the Owner in financing its purchase of the Equipment. (As used herein the term "Owner" includes Lessor in the event Lessor has not transferred title to all of the Equipment.) If as a result of any act or failure to act of Lessee or any physical damage to or loss, governmental taking or destruction of the Equipment, the Owner (a)shall lose, have recaptured or disallowed, or not be entitled to the full use of the Tax Benefits, or (b)shall have its tax increased or accelerated on account of recomputation or recapture of such Tax Benefits in any year or years pursuant to the provisions of the Code (each of the events referred to in (a) and (b) above being referred to as a "Loss"), then Lessee shall pay to the Owner, upon demand, a sum which, after deduction therefrom for all federal, state and local income taxes payable by the Owner with respect to the receipt of such sum, shall be sufficient to restore the Owner to substantially the same position the Owner would have been in had such Loss not been incurred after taking into account all relevant factors, including, without limitation, (i)the amount of the Tax Benefits so lost, recaptured, disallowed, recomputed or not so utilized, (ii)the increase or acceleration in the Owner's tax on account thereof, (iii)penalties, interest or other charges imposed on the Owner, (iv)differences in tax years involved, and (v) the Tax Benefits, if any, available to the Owner with respect to any replacement Equipment transferred to Lessor pursuant to Section 9(b) hereof....
XXX INDEMNITY. Participant agrees to indemnify and keep indemnified the Company, any Subsidiary, any Parent and his/her Employer if different, from and against any liability for or obligation to pay any Tax Liability (a “Tax Liability” being any liability for income tax, employee’s National Insurance contributions and (at the discretion of the Company) employer’s National Insurance Contributions (or other similar obligations to pay tax and social security wherever in the world arising) that is attributable to (1) the grant and/or vesting of the PSUs; (2) the acquisition by Participant of the Shares (3) [any or all of the restrictions that apply to any of the Shares ceasing to apply to the Shares or otherwise being varied], or (4) the disposal of any Shares (each of those events referred to as a “Taxable Event”).
XXX INDEMNITY. (a) Lessee acknowledges that the Rent in each Lease has been calculated on the assumption that the Lessor will be the owner of the Equipment for federal, state and local income tax purposes on the date it acquires the Equipment pursuant to the Master Purchase Agreement, that it will remain the sole owner of the Equipment after entering into the applicable Lease and that, for federal, state and local income tax purposes, it will be able to (i) claim an investment tax credit (for federal income tax purposes) under Section 48(a) of the Code on the basis that the Equipment qualifies under Section 48(a)(3)(A)(iv) of the Code on the Rental Commencement Date equal to 26% of the Purchase Price of the Equipment (which shall be equal to the Equipment’s appraised fair market value on the Rental Commencement Date, as determined by the Appraiser), (ii) claim cost recovery reductions of one hundred percent (100%) of Lessor’s Depreciable Cost, under section 168(k)(1) of the Code, in the taxable year that includes the Rental Commencement Date with respect thereto and assuming such Equipment’s salvage value is zero, and (iii) amortize transaction expenses incurred in connection with each Lease ratably over the applicable Initial
