Title Indemnity definition

Title Indemnity means the Title Indemnity and Guaranty Agreement, dated the date hereof, by Natural Gas Repowering LLC in favor of the Collateral Agent.
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Title Indemnity has the meaning given to it in Clause ‎11.11.1;
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Title Indemnity has meaning set forth in Section 10.2(a).
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Examples of Title Indemnity in a sentence

  • Without limiting Buyer’s rights to indemnity under this Agreement and Buyer’s rights under any Title Indemnity Agreement (as defined in Exhibit A), from and after the Closing Date, Buyer shall assume and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) the Assumed Obligations.

  • The MAC Title Indemnity shall survive the Closing indefinitely, and shall not be subject to the “Floor Amount” or the “Cap Amount,” as those terms are defined in Section 16.5, below, the “Survival Period,” as that term is defined in Section 11.14, below, or any other post-Closing limitations.

  • Notwithstanding anything herein to the contrary, the provision of the MAC Title Indemnity shall be at Seller’s sole election and Seller shall set forth in its Seller’s Response whether or not it will provide the MAC Title Indemnity at Closing.

  • The MAC Title Indemnity shall be freely assignable to any lender providing financing to Buyer or a successor owner of the particular Property subject to the MAC Title Indemnity (and its lender) until such time as the Subject Material Adverse Change is removed or otherwise released from the title records of such Property.

  • The indemnification and remedies set forth in Section 7.3, Article XIV, this Article XIII, Exhibit A and any Title Indemnity Agreement (as defined in Exhibit A) shall constitute the sole and exclusive post-Closing remedies of the Parties with respect to any breach of representation or warranty or non-performance of any covenant or agreement contained in this Agreement.

  • The Seller has assigned the benefit of its Title Indemnity Policies, which will give the Issuer certain protection should the relevant Borrower not have any valid insurance in place.

  • If Seller is unwilling to (i) have the Survey Defects removed from the updated Survey or (ii) cause the Title Insurer to issue a Title Indemnity to Purchaser within five (5) days after receipt of notice from Purchaser of the Survey Defects, then Purchaser shall have the right to elect to terminate this Agreement.

  • Attached to Purchase and Sale Agreement dated November 5, 2012, among COG Operating LLC, Concho Oil & Gas LLC, together as Seller, and Legacy Reserves Operating LP, as Buyer This Title Indemnity Agreement (the “Agreement”) dated as of the day of , 2012, is entered into between [COG OPERATING LLC][CONCHO OIL & GAS LLC] (“Indemnitor”) and LEGACY RESERVES OPERATING LP (“Indemnitee”).

  • Purchaser shall notify Seller of its election within three (3) days after receipt of notice from Seller that the Survey Defects will not be removed or that the Title Insurer will not issue the Title Indemnity.

  • Without limiting Buyer’s rights to indemnity under this Agreement and Buyer’s rights under any Title Indemnity Agreement (as defined in Exhibit B), from and after the Closing Date, Buyer shall assume and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) the Assumed Obligations.

Related to Title Indemnity

  • Indemnity means the payment of an amount to offset all or part of an insured loss.

  • Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Tax Indemnity means the deed of covenant against taxation, in the Agreed Terms, to be entered into on the Closing Date between the Seller and the Purchaser;

  • Letter of Credit Indemnified Costs has the meaning specified therefor in Section 2.11(f) of the Agreement.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Defect Liability Period in relation to a work means the specified period from the date of COMPLETION CERTIFICATE upto the date of issue of FINAL CERTIFICATE during which the CONTRACTOR stands responsible for rectifying all defects that may appear in the works executed by the CONTRACTOR in pursuance of the CONTRACT and includes warranties against Manufacturing/Fabrication/ Erection/Construction defects covering all materials plants, equipment, components, and the like supplied by the CONTRACTOR, works executed against workmanship defects.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

  • Environmental Indemnity Agreement means the environmental indemnity agreement dated as of the date of this Agreement executed by Borrower for the benefit of the Indemnified Parties and such other parties as are identified in such agreement with respect to the Premises, as the same may be amended from time to time.

  • Environmental Indemnity means that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Indemnified Costs has the meaning specified in Section 8.05(a).

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).