Borrower Obligations Regarding Disclosure Documents. In connection with a Disclosure Document, Borrower shall: (a) if requested by Lender, certify in writing that Borrower has carefully examined those portions of such Disclosure Document, pertaining to Borrower, the Property, Manager and the Loan, and that such portions do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; and (b) indemnify (in a separate instrument of indemnity, if so requested by Lender) (i) any underwriter, syndicate member or placement agent (collectively, the “Underwriters”) retained by Lender or its issuing company affiliate (the “Issuer”) in connection with a Secondary Market Transaction, (ii) Lender and (iii) the Issuer that is named in the Disclosure Document or registration statement relating to a Secondary Market Transaction (the “Registration Statement”), and each of the Issuer’s directors, each of its officers who have signed the Registration Statement and each person or entity who controls the Issuer or the Lender within the meaning of Section 15 of the Securities Act or Section 30 of the Exchange Act (collectively within (iii), the “GCM Group”), and each of its directors and each person who controls each of the Underwriters, within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the “Underwriter Group”) for any losses, claims, damages or liabilities (the “Liabilities”) to which Lender, the GCM Group or the Underwriter Group may become subject (including reimbursing all of them for any legal or other expenses actually incurred in connection with investigating or defending the Liabilities) insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any of the Provided Information or in any of the applicable portions of such sections of the Disclosure Document applicable to Borrower, Manager, the Property or the Loan, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in the applicable portions of such sections or necessary in order to make the statements in the applicable portions of such sections in light of the circumstances under which they were made, not misleading; provided, however, that Borrower shall not be required to indemnify Lender for any Liabilities relating t...
Borrower Obligations Regarding Disclosure Documents. In connection with a Disclosure Document, Borrower shall, if requested by Lender, certify in writing that Borrower has carefully examined those portions of such Disclosure Document, pertaining to Borrower, the Property Manager and the Loan, and that such portions do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Notwithstanding anything to the contrary contained in this Section 9.1.3, nothing contained herein shall impose liability upon Borrower for any losses, claims, damages or liability arising out of or based upon an untrue statement of any material fact contained in any statement, report or document provided to Lender on behalf of Borrower by a party who is not an Affiliate of a Borrower (a "THIRD PARTY REPORT"), unless Borrower had actual knowledge at the time Borrower provided such statement, report or document to Lender that such Third Party Report contains such untrue statement.
Borrower Obligations Regarding Disclosure Documents. In connection with a Disclosure Document, Borrower shall:
Borrower Obligations Regarding Disclosure Documents. IN CONNECTION WITH A DISCLOSURE DOCUMENT, BORROWER SHALL: (A) IF REQUESTED BY LENDER, CERTIFY IN WRITING THAT BORROWER HAS CAREFULLY EXAMINED THOSE PORTIONS OF SUCH DISCLOSURE DOCUMENT, PERTAINING TO BORROWER, THE PROPERTY, MANAGER AND THE LOAN, AND THAT SUCH PORTIONS DO NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; AND (B) INDEMNIFY (IN A SEPARATE INSTRUMENT OF INDEMNITY, IF SO REQUESTED BY LENDER) (I) ANY UNDERWRITER, SYNDICATE MEMBER OR PLACEMENT AGENT (COLLECTIVELY, THE “UNDERWRITERS”) RETAINED BY LENDER OR ITS ISSUING COMPANY AFFILIATE (THE “ISSUER”) IN CONNECTION WITH A SECONDARY MARKET TRANSACTION, (II) LENDER AND (III) THE ISSUER THAT IS NAMED IN THE DISCLOSURE DOCUMENT OR REGISTRATION STATEMENT RELATING TO A SECONDARY MARKET TRANSACTION (THE “REGISTRATION STATEMENT”), AND EACH OF THE ISSUER’S DIRECTORS, EACH OF ITS OFFICERS WHO HAVE SIGNED THE REGISTRATION STATEMENT AND EACH PERSON OR ENTITY WHO CONTROLS THE ISSUER OR THE LENDER WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT OR SECTION 30 OF THE EXCHANGE ACT (COLLECTIVELY WITHIN (III), THE “GCM GROUP”), AND EACH OF ITS DIRECTORS AND EACH PERSON WHO CONTROLS EACH OF THE UNDERWRITERS, WITHIN THE MEANING OF SECTION 15 OF THE SECURITIES ACT AND SECTION 20 OF THE EXCHANGE ACT (COLLECTIVELY, THE “UNDERWRITER GROUP”) FOR ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES (THE “LIABILITIES”) TO WHICH LENDER, THE GCM GROUP OR THE UNDERWRITER GROUP MAY BECOME SUBJECT (INCLUDING REIMBURSING ALL OF THEM FOR ANY LEGAL OR OTHER EXPENSES ACTUALLY INCURRED IN CONNECTION WITH INVESTIGATING OR DEFENDING THE LIABILITIES) INSOFAR AS THE LIABILITIES ARISE OUT OF OR ARE BASED UPON ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED IN ANY OF THE PROVIDED INFORMATION OR IN ANY OF THE APPLICABLE PORTIONS OF SUCH SECTIONS OF THE DISCLOSURE DOCUMENT APPLICABLE TO BORROWER, MANAGER, OR THE PROPERTY, OR ARISE OUT OF OR ARE BASED UPON THE OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED IN THE APPLICABLE PORTIONS OF SUCH SECTIONS OR NECESSARY IN ORDER TO MAKE THE STATEMENTS IN THE APPLICABLE PORTIONS OF SUCH SECTIONS IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; PROVIDED, HOWEVER, THAT BORROWER SHALL NOT BE REQUIRED TO INDEMNIFY LENDER FOR ANY LIABILITIES RELATING TO UNTRUE ...
Borrower Obligations Regarding Disclosure Documents. In connection with a Disclosure Document, Borrower shall: (a) if requested by Lender, certify in writing that Borrower has carefully examined those portions of such Disclosure Document, pertaining to Borrower, the Property, Manager and the Loan, and that such portions do not contain any untrue statement of a
Borrower Obligations Regarding Disclosure Documents. In connection with a Disclosure Document, Borrowers shall: (a) if requested by Lender, certify in writing that Borrowers have carefully examined those portions of such Disclosure
Borrower Obligations Regarding Disclosure Documents. In connection with a preliminary and a final private placement or prospectus, as applicable, Borrower agrees:
Borrower Obligations Regarding Disclosure Documents. In --------------------------------------------------- connection with a preliminary and a final private placement or prospectus, as applicable, Borrower agrees:
Borrower Obligations Regarding Disclosure Documents. ...4 9.1.4 BORROWER INDEMNITY REGARDING FILINGS....................4 9.1.5
Borrower Obligations Regarding Disclosure Documents. In connection with a Disclosure Document, Borrower shall (and shall cause Operating Tenant to): if requested by Lender, certify in writing that Borrower and Operating Tenant have carefully examined those portions of such Disclosure Document pertaining to Borrower, Operating Tenant, the Property, Manager and the Loan, and that such portions do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.
