Breaches of Representations, Warranties and Covenants. For the avoidance of doubt, no breach or default of any representation, warranty or covenant contained in Sections 4.01, 4.02 or 4.03 or 5.01, 5.02, 5.03, 5.04 that does not constitute an Unmatured Event of Default or Event of Default shall be deemed to be a breach or default hereunder; provided that the foregoing shall not affect the definition of “Eligible Loan Asset”, the definition of “Warranty Event”, Sections 2.07(d), 2.07(f), 2.15, 2.21, 3.02(a), 3.04(g), 5.01(n), 8.01, 8.02, 11.05 and the schedules and exhibits hereto.
Breaches of Representations, Warranties and Covenants. For the avoidance of doubt, no breach or default of any representation, warranty or covenant contained in Sections 4.1, 4.2, 4.3, 5.1, 5.2 or 5.3 that does not constitute an “Unmatured Event of Default” under the Note Purchase Agreement, “Event of Default” under the Note Purchase Agreement or Seller Termination Event under this Agreement shall be deemed to be a breach or default hereunder; provided that the foregoing shall not affect the definition of “Seller Purchase Event”, Sections 2.1(n), 2.3(c), 3.2(a), 4.1(ll), 4.1(mm), 5.2(j)(iii), 6.2(b), 8.3, 9.1 and the schedules and exhibits hereto.
Breaches of Representations, Warranties and Covenants. For the avoidance of doubt, no breach or default of any representation, warranty or covenant contained in Sections 4.1, 4.2, 4.3, 5.1, 5.2 or 5.3 that does not constitute a “Default” under the Credit Agreement, “Event of Default” under the Credit Agreement or Seller Termination Event under this Agreement shall be deemed to be a breach or default hereunder; provided that the foregoing shall not affect the definition of “Seller Purchase Event”, Sections 2.1(n), 2.3(c), 3.2(a), 4.1(nn), 4.1(oo), 5.2(j), 6.2(b), 8.3, 9.1 and the schedules and exhibits hereto.
Breaches of Representations, Warranties and Covenants. Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any and all liabilities, obligations, fees, including attorneys' fees and costs, expenses and losses resulting from any breach of any representation or warranty or nonfulfillment of any covenant on the part of the indemnifying party contained in this Agreement or other instrument furnished or to be furnished by the indemnifying party pursuant to this Agreement.
Breaches of Representations, Warranties and Covenants. 4.1 The representations and warranties, covenants and agreements of the Company and the Purchasers contained in the Agreements or in any document or certificate delivered pursuant hereto or in connection herewith shall survive, and shall continue in effect following, the execution and delivery of the Agreements, the closings hereunder and thereunder, any investigation at any time made by the Purchasers or on their behalf or by any other person, the issuance, sale and delivery of the Shares, any disposition thereof and any payment, conversion or cancellation of the Shares, provided, however, that Section 2 hereof shall terminate when there are no longer any shares of Series E Preferred outstanding. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf o the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument.
4.2 The Company agrees to indemnify and hold the Purchasers harmless from and against and will pay to the Purchasers the full amount of any loss, damage, liability or expense (including amounts paid in settlement and attorneys' fees and expenses) to any Purchaser resulting either directly or indirectly from any breach of the representations, warranties, covenants or agreements of the Company contained in the Agreements, or in any certificate delivered to the Purchasers pursuant hereto or in connection herewith, PROVIDED, HOWEVER, in no event shall the Company be liable for any amount in excess of the proceeds received by the Company from the sale of the shares of Series E Preferred.
Breaches of Representations, Warranties and Covenants. Upon discovery by either Servicer or Subservicer of a breach of any of the representations, warranties or covenants set forth in SECTIONS 2.02 OR 2.03, the party discovering such breach shall give written notice to the other. Within sixty (60) days of its discovery or its receipt of notice of such a breach, Subservicer shall promptly cure such breach in all material respects with respect to each Loan affected by such breach. If Subservicer fails to cure such breach in all material respects after the expiration of such sixty (60) day period or if Servicer determines in good faith that Subservicer cannot cure such breach within the unexpired portion of such sixty (60) day period, then, upon at least five (5) days prior written notice to Subservicer of the date of repurchase as determined by Servicer, the Subservicer shall repurchase each Loan serviced under this Agreement which, in the reasonable judgment of Servicer, is materially adversely affected by such breach, at the related Repurchase Price for such Loan.
Breaches of Representations, Warranties and Covenants. Notwithstanding anything contained in this Agreement to the contrary, (i) if the Initial Closing occurs, neither party shall have any rights or remedies resulting from or arising out of a breach by the other of any representation, warranty or covenant made by the other, to the extent such non-breaching party had actual knowledge of any such breach prior to the Initial Closing, and (ii) no representation, warranty, covenant, undertaking or agreement shall be deemed to have been breached by Seller, and no representation or warranty of Seller shall be deemed to be untrue, inaccurate or incomplete, unless all the breaches, untruths, inaccuracies or incompletenesses on an aggregate basis would have a material adverse effect on Buyer or the Property.
Breaches of Representations, Warranties and Covenants. It will be a condition to Fitzgeralds' obligation to consummate the Closing that all above representations, warranties and covenants of Scout is accurate as of the Closing Date. If any representation, warranty or covenant above is known by Fitzgeralds, prior to the Closing, to be untrue and is not remedied by Scout prior to Closing, Fitzgeralds may, as Fitzgeralds sole and exclusive remedy on account thereof, either (i) terminate this Agreement in which case Scout shall authorize the Deposit to be refunded to Fitzgeralds and neither party shall have any further rights or obligations pursuant to this Agreement, or (ii) waive its objections and close the transaction with
Breaches of Representations, Warranties and Covenants. Within ten days after notification in writing prior to the Initial Closing by Buyer to Seller of any breach by Seller of the representations, warranties and covenants set forth in Sections 4.1 and 4.2 above or elsewhere in this Agreement (or, if the cure or remedy thereof reasonably requires more than ten days, within a reasonable time after such notification but in all events prior to the Initial Closing, provided that steps to effect a cure or remedy have been commenced within such ten day period and are pursued with all due diligence), if Seller fails to cure or otherwise remedy the breach prior to the Initial Closing, Buyer shall have the right either (i) to terminate this Agreement (which, except as otherwise provided in Section 10.15 to the contrary, in the absence of fraud on the part of Seller, shall be Buyer's sole and exclusive remedy in the event of a breach prior to the Initial Closing of any representation or warranty made by Seller under this Agreement) by so notifying Seller and Escrow Agent and, upon receipt of such notice, Escrow Agent shall immediately pay to Buyer the entire Deposit and the interest thereon and, after receipt by Buyer of the Deposit and the interest thereon, this Agreement shall terminate and be null and void and of no further force or effect, except for those matters which by the terms of this Agreement are expressly to survive termination of this Agreement; or (ii) in the case of (a) a fraudulent representation made by Seller or (b) a breach by Seller of any covenant made by Seller under this Agreement including, without limitation, a breach of Seller's covenant to convey title to the Property to Buyer in accordance with the provisions of this agreement, to xxx Seller for specific performance of Seller's obligations and covenants hereunder (Seller acknowledging to Buyer that the Property is unique and therefore Buyer does not possess an adequate remedy at law), and also for damages. Notwithstanding anything contained in this Agreement to the contrary, (i) if the Initial Closing occurs, neither party shall have any rights or remedies resulting from or arising out of a breach by the other of any representation, warranty, or covenant made by the other, to the extent such non-breaching party had actual knowledge of any such breach prior to the Initial Closing, and (ii) no representation, warranty, covenant, undertaking or agreement shall be deemed to have been breached by Seller, and no representation or warranty of Seller...
Breaches of Representations, Warranties and Covenants. Each party shall indemnify, defend and hold harmless the other parties, their Affiliates and their respective directors, officers, employees and agents from and against any and all liabilities, obligations, fees, including attorneys' fees and costs, expenses and losses resulting from any breach of any representation, warranty or covenant on the part of the indemnifying party contained in this Agreement.
