Subject to Sections 8. 1.4 and 8.1.5, DB Contractor shall be paid for Maintenance Services provided under this CMA, a monthly payment equivalent to one-twelfth (1/12) of the “yearly maintenance cost” for Section 1 for the applicable Maintenance Term year as set forth in Attachment 1 to Exhibit 4. Such amount shall be payable in arrears pursuant to Draw Requests submitted on the first day of each month of such Maintenance Term year.
Subject to Sections 8. 1 and 8.5, in the event the Closing occurs, Buyer hereby agrees to indemnify and hold Seller and its respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and assigns, other than, after the Closing, the Company (collectively, the “Seller Indemnified Parties” and together with the Buyer Indemnified Parties, the “Indemnified Parties” or each, an “Indemnified Party”) harmless from and against, and pay, pursuant to the calculation set forth in Section 8.3.2, to the applicable Seller Indemnified Parties the amount of any and all Losses, including any Indirect Losses in the form of a diminution in value of Seller’s interest in Buyer, in each case:
Subject to Sections 8. 1 and 15.1 hereof, and except as provided in, or for any material breach of or default of the obligations under, this Agreement by the Administrator, neither the Administrator nor any director, officer, employee, consultant or agent thereof (collectively the "RESPONSIBLE PARTIES") shall be subject to any liability whatsoever, in tort, contract or otherwise, in connection with the business or affairs of the Company, including, without limitation, in respect of any loss or diminution in value of any of the Company's assets, to the Company or to any Responsible Party or to Shareholders, or any of them, or to any other Person for anything done or permitted to be done by any of them including, without limitation, the failure to compel in any way any former or acting Administrator to redress any breach of the standard of care in respect of the execution of the duties of its office or in respect of the affairs of the Company. Except to the extent provided in this Section 14.2, no Responsible Party shall be subject to any personal liability for any debts, liabilities, obligations, claims, demands, judgements, costs, charges or expenses (including legal costs) against or with respect to the Company arising out of anything done or permitted by any of them to be done in respect of the execution of the duties of their office or for or in respect of the affairs of the Company. The Company shall be solely liable therefor and for the payment or performance thereof. The Company shall not be liable for the acts or omissions of the Administrator.
Subject to Sections 8. 4a and 8.4b and any applicable statute of limitations, all representations, warranties, and covenants herein will survive and continue to bind the Parties after the execution and delivery of this Agreement and the Closing, to the extent and
Subject to Sections 8. 1.1 to 8.1.3, the General Partner shall permit each Special Partner, at such Special Partner’s expense, to visit and inspect the Limited Partnership’s properties, to examine its books of accounts and records, at such reasonable times as may be requested by the Special Partner.
Subject to Sections 8. 3.1 and 11.10 hereof, failure to pay charges shall be grounds for disconnection of Interconnection Services furnished under this Agreement. If a Party fails to pay any charges billed to it under this Agreement, including but not limited to any Late Payment Charges or Unpaid Charges, and any portion of such Unpaid Charges remain unpaid after the Bill Due Date, the Billing Party will send a Discontinuance Notice to such Non-Paying Party. The Non- Paying Party must remit all Unpaid Charges to the Billing Party within fifteen (15) calendar days of the Discontinuance Notice.
Subject to Sections 8. 1.4 and 8.1.5, DB Contractor shall be paid for Maintenance Services provided under this Capital Maintenance Agreement, a monthly payment equivalent to one-twelfth (1/12) of the “yearly maintenance cost” for Section 1 for the applicable Maintenance Term year as set forth in Attachment 1 to Exhibit 4, plus one-twelfth (1/12) of the “yearly maintenance cost” for Section 2A for the applicable Maintenance Term year as set forth in Attachment 2 to Exhibit 4 if TxDOT exercised the Section 2A Option for such Maintenance Term, plus one- twelfth (1/12) of the “yearly maintenance cost” for each LE Maintenance Item for the applicable Maintenance Term year as set forth in Attachment 3 to Exhibit 4 if TxDOT exercised the LE Option for such Maintenance Term. Such amount shall be payable in arrears pursuant to Draw Requests submitted on the first day of each month of such Maintenance Term year.
