Adverse Claims and the Lessee Sample Clauses

Adverse Claims and the Lessee. The Lessee shall not, and shall not allow any of its Affiliates to, create or suffer to exist and the Lessee shall, at the Lessee’s sole cost and expense, promptly cause to be extinguished any and all: (a) Security Interests, adverse claims or encumbrances against or upon the Lessee’s interests in the Leased Premises and the Lessee’s Improvements and (b) Security Interests, adverse claims or encumbrances created by the Lessee and/or any of its Affiliates or anyone claiming or holding an interest by, through or under the Lessee (whether by act or omission) against or upon the Lessor’s interest in the Leased Premises, the Lessor’s Premises, the Lessee’s Improvements or the Lessor’s improvements (whether those improvements are on the Leased Premises or the Lessor’s Premises); other than in the case of (a) above, any Permitted Encumbrances or, in the case of (b) above, any claims or encumbrances contested in good faith by adequate Proceedings by which a sale or foreclosure Proceeding arising out of any such claim or encumbrance has been stayed or otherwise prevented and for which adequate reserves have been escrowed to cover any adverse determinations. The Lessee shall indemnify, defend and hold the Lessor, and its Affiliates, successors and assigns, harmless from and against any and all such Security Interests adverse claims or encumbrances and any suits or other Proceedings pertaining thereto.
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Related to Adverse Claims and the Lessee

  • THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY SECTION 5.1

  • Canada and the USA A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

  • THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER SECTION 5.1

  • NOW AND THEREFORE in accordance with the principle of sincere cooperation, mutual benefit and joint development and after friendly negotiations, the parties hereby enter into the following agreements pursuant to the provisions of relevant laws and regulations of the PRC.

  • Respective Liabilities of the Depositor and the Master Servicer The Depositor and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein.

  • COVENANTS OF THE ADVISOR, CMF AND THE PARTNERSHIP (a) The Advisor agrees as follows:

  • Respective Liabilities of the Depositor and the Servicer The Depositor and the Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein.

  • Indemnification of the Company and the Guarantors Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each Guarantor, each officer of the Company or a Guarantor who signed the Registration Statement, each of their respective directors and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, any Guarantor, any officer of the Company or a Guarantor who signed the Registration Statement or any such director or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, any Guarantor and each such director or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph (beginning “Neither we nor any of the underwriters...”) under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

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