Breaches of Chevron NPRB Lead Representations and Warranties Sample Clauses

Breaches of Chevron NPRB Lead Representations and Warranties. Chevron NPRB Lead shall indemnify, defend and hold harmless Buyer and its Affiliates (including their respective directors, officers, partners, managers, members, investors, employees, agents and representatives) against any Losses attributable to a breach of representations or warranties made by Chevron NPRB Lead or any Chevron NPRB Lead Affiliate that is a CX Ranch Seller under any Transaction Document, provided that (i) the liability of Chevron NPRB Lead and all such Affiliates for Losses for all claims made pursuant to this Section 8.1(a) must exceed, in the aggregate, a deductible of one and one-half percent (1.5%) of the Purchase Price after which Chevron NPRB Lead shall be responsible for all such Losses from the first dollar (and not simply the amount in excess of such deductible); and (ii) the cumulative liability of Chevron NPRB Lead for all Losses for all claims made pursuant to this Section 8.1(a) and of CONSOL NPRB Lead for all Losses for all claims made pursuant to Section 8.1(c) shall not exceed Sixty Million Dollars ($60,000,000), provided further that the foregoing proviso shall not apply, and Chevron NPRB Lead shall be liable for any and all Losses attributable to (x) a breach of representations or warranties under Sections 5.3(b), 5.3(v), 5.5(i), and 5.5(o) hereof or (y) any claim involving fraud, fraudulent misrepresentation, or willful misconduct by Chevron NPRB Lead or any Chevron NPRB Lead Affiliate that is an Entity Seller or a CX Ranch Seller.
Sample 1
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Related to Breaches of Chevron NPRB Lead Representations and Warranties

  • Breaches of Representations and Warranties The Company agrees to indemnify the Purchaser and hold it harmless from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related any assertion based on, grounded upon resulting from a Breach of any of the Company's representations and warranties contained herein. The Company shall immediately notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the consent of the Purchaser and with counsel reasonably satisfactory to the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim but failure to so notify the Purchaser shall not limit its obligations hereunder. The Company agrees that it will not enter into any settlement of any such claim without the consent of the Purchaser unless such settlement includes an unconditional release of the Purchaser from all liability that is the subject matter of such claim. In addition to the obligations of the Company set forth in this Section 9.01(a), the Purchaser may pursue any and all remedies otherwise available at law or in equity, including, but not limited to, the right to seek damages. The provisions of this Section 9.01(a) shall survive termination of this Agreement. It is understood and agreed that the obligations of the Company set forth in Sections 3.03 and 9.01(a) to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser constitute the sole remedies of the Purchaser respecting a Breach of the representations and warranties set forth in Section 3.01 and 3.02.

  • Company Representations and Warranties The Company represents and warrants to and agrees with each Subscriber that:

  • FUND REPRESENTATIONS AND WARRANTIES Each Fund hereby represents and warrants that (a) it is duly organized and validly existing in good standing in its jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its organic record to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Fund’s ability to perform its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.

  • Your Representations and Warranties You represent and warrant to the Company that:

  • Notification of Breaches of Representations and Warranties Upon discovery by the Custodian of a breach of any representation or warranty made by the Seller or the Master Servicer as set forth in the Pooling and Servicing Agreement, the Custodian shall give prompt written notice to the Seller, the Master Servicer and the Trustee.

  • Investment Representations and Warranties The Purchaser understands and agrees that the offering and sale of the Securities has not been registered under the 1933 Act or any applicable state securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein.

  • Licensor’s Representations and Warranties Licensor represents and warrants to Licensee that:

  • Depositor’s Representations and Warranties The Depositor represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

  • Exclusive Representations and Warranties Other than the representations and warranties set forth in this Article V, Seller is not making any other representations or warranties, express or implied, with respect to the Products or the Transferred Assets or the Product Technology or any other matter, including but not limited to any warranty of merchantability or fitness for a particular purpose or infringement of third party rights, and all such warranties are disclaimed.

  • Assignor's Representations and Warranties Assignor represents and warrants to Assignee that:

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