By the Owner Clause Samples

By the Owner. The Owner, at its own expense, shall defend, indemnify and hold the Manager harmless from and against any and all claims, actions, damages, losses, liabilities, costs and expenses (including reasonable legal fees) (each, a “Claim”) incurred by or asserted against the Manager to the extent resulting or arising from the Manager’s performance of its obligations under this Agreement or from the Owner’s failure to comply with or perform its obligations under this Agreement, except for Claims which arise out of the Manager’s willful misconduct, or gross negligence, or failure to comply with or perform its obligations under this Agreement. Manager subordinates its claims under this Section 14.1 to all claims which have priority in payment pursuant to the provisions of Section 302 and Section 806 of the Indenture.

By the Owner. The Owner by this Agreement does not agree to indemnify, hold harmless, exonerate or assume the defense of the ▇▇▇▇ contractor or any other person or entity whatsoever, for any purpose whatsoever.

By the Owner. The Owner represents and warrants to Apple that all the following representations and warranties in this Article III are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) the representations and warranties contained in Article III of the Uniform Provisions (the text of which Article hereby is incorporated herein by this reference) are true and correct as applied solely to himself, and his agreements set forth in that Article hereby are agreed to.

By the Owner. The Owner represents and warrants to, and agrees with, Apple that all the following representations and warranties in this Article IV are as of the date of this Agreement, and will be, as amended or supplemented pursuant to Section 6.08, on the date of the Closing and the IPO Closing Date, true and correct: (a) [INTENTIONALLY LEFT BLANK]; (b) [INTENTIONALLY LEFT BLANK]; (i) the terms and conditions of each of the Scheduled Agreements are no less favorable to the Owner than the Owner reasonably could have expected to obtain in an arm's-length transaction with a Person other than an Affiliate of the Owner, (ii) the rentals provided for in the Scheduled Agreements constituting leases do not and will not exceed fair market rentals of the properties being rented or leased under those Scheduled Agreements and (iii) the payments provided to be made in the other Scheduled Agreement do not exceed the fair market value of the services performed; (d) [INTENTIONALLY LEFT BLANK]; (i) the Owner will be acquiring the shares of Apple Common Stock to be issued pursuant to Section 2.04 to him solely for his account, for investment purposes only and with no current intention or plan to distribute, sell or otherwise dispose of any of those shares in connection with any distribution; (ii) the Owner is not a party to any agreement or other arrangement for the disposition of any shares of Apple Common Stock other than this Agreement and the Registration Rights Agreement; (iii) the Owner is either an "accredited investor" as defined in Securities Act Rule 501(a) or, if the Owner is not such an investor, Section 4.01(e) of the Disclosure Statement sets forth the name and address of his Purchaser Representative; (iv) the Owner (A) is able to bear the economic risk of an investment in the Apple Common Stock acquired pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, and (C) either (1) has such knowledge and experience in financial and business matters that the Owner is capable of evaluating the merits and risks of the proposed investment in the Apple Common Stock, or (2) the Owner's Purchaser Representative has had an adequate opportunity to ask questions and receive answers from the officers of Apple concerning any and all matters relating to the transactions contemplated hereby, including the background and experience of the current and proposed officers and directors of Apple, the plans for the operations of the business of Apple, the business,...

By the Owner. The Owner shall indemnify, defend, save and hold harmless the Management Firm, its shareholders, officers, directors, employees, or agents from and against all demands, claims, actions, losses, damages, deficiencies, liabilities, costs and expenses (including, without limitation, attorney's fees, interest, penalties and all amounts paid in investigation, defense or settlement of any of the foregoing) asserted against or incurred by the Management Firm, its officers, directors, employees, or agents, in connection with, or arising out of, or resulting from (i) a breach by Owner of any of its material covenants, agreements, representations or warranties in this Agreement, or (ii) the negligent or willful acts or omissions of Owner, its employees or agents during the term of this Agreement. The provisions of this Section shall survive the expiration or sooner termination of this Agreement.

By the Owner. The Owner may terminate this Contract in case of the occurrence of any of the events specified in paragraphs (a) through (g) of this clause. a) If the Contractor fails to remedy a failure in the performance of its obligations hereunder, as specified in a notice of suspension, within thirty (30) days of receipt of such notice of suspension or within such further period as the Owner may have subsequently Approved in writing. b) If the Contractor fails to comply with any final decision reached as a result of arbitration proceedings. c) If the Contractor, in the judgment of the Owner has engaged in corrupt or fraudulent practices in competing for or in executing this contract. d) If the Contractor submits to the Owner a false statement which has a material effect on the rights, obligations or interests of the Owner. e) If the Contractor places itself in position of conflict of interest or fails to disclose promptly any conflict of interest to the Owner. f) If, as the result of Force Majeure, the Contractor is unable to perform a material portion of the services for a period of not less than sixty (60) days. g) If the Owner, in its sole discretion and for any reason whatsoever, decided to terminate this contract including reduction of the scope and short closure of the contract. 2.7.1.1 In such an occurrence, the Owner shall give not less than thirty (30) days written notice of termination to the Contractor.

By the Owner. Subject to Section 11.1(3), the Owner may not assign this Agreement without the prior written consent of the Administrator, which consent may not be unreasonably withheld or delayed; provided, however, that the Owner may, without the prior written consent of the Administrator, collaterally assign this Agreement to its lenders and financing parties (in their capacities as lenders and financing parties).

By the Owner. The Owner may terminate this Agreement on written notice to the Developer if: (a) the Developer fails to pay the Option Fee pursuant to this Agreement when due hereunder; (b) the Developer becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors or makes any proposal, an assignment or arrangement with its creditors, or any steps are taken or proceedings commenced by any person for the dissolution, winding-up or other termination of the Developer’s existence or the liquidation of its assets; or (c) the Developer is in breach of any of its obligations under this Agreement.

By the Owner. Each Owner shall have the obligation to maintain and keep in good repair all portions of the Unit and all Limited Common Elements assigned to the Unit, except any portion of the Unit or any Limited Common Element which is expressly made the maintenance obligation of the Association as set forth in Section 16.2 below. This maintenance responsibility shall include, but not be limited to, the following: all glass surfaces (excluding exterior cleaning); windows, window frames, casings, and locks (including caulking of windows); all doors, doorways, door frames, and hardware that are part of the entry system of the Unit (except for periodic painting or staining of the exterior surface of exterior doors, and entry doors and door frames facing a hallway of the Condominium); all portions of the heating and air conditioning system, including the air conditioning compressor serving the Unit and the fan coil; and all pipes, lines, ducts, conduits, or other apparatus which serve only the Unit, whether located within or without a Unit’s boundaries (including all gas, electricity, water, sewer, or air conditioning pipes, lines, ducts, conduits, or other apparatus serving only the Unit). (a) Some Units may contain interior support beams which are load bearing beams. No Owner or Occupant shall do any act which jeopardizes or impairs the integrity of such beams. (b) In addition, each Owner or Occupant shall have the responsibility: (i) to keep in a neat, clean, and sanitary condition any Limited Common Elements serving such Unit including, without limitation, swimming pool, porch, deck, courtyard, patio, terrace, or balcony; (ii) to perform such cleaning and maintenance in a manner so as to not unreasonably disturb other persons in other Units; (iii) to promptly report to the Association or its agent any defect or need for repairs for which the Association is responsible; and (iv) to pay for the cost of repairing, replacing or cleaning up any item which is the responsibility of the Owner or Occupant but which responsibility such Owner or Occupant fails or refuses to discharge (which the Association shall have the right, but not the obligation, to do), or to pay for the cost of repairing, replacing, or cleaning up any item which, although the responsibility of the Association, is necessitated by reason of the willful or negligent act of the Owner, Occupants, invitees, tenants, or guests, with the cost thereof to be added to and become part of the next chargeable assessment ...