By the Transferee Sample Clauses

By the Transferee. The Transferee shall indemnify and hold harmless the Transferor from and against all Losses incurred by the Transferor in connection with each and all of the following: (a) any misrepresentation or breach of any representation or warranty made by the Transferee in this Agreement; (b) any breach of any covenant, agreement or obligation of the Transferee contained in this Agreement or any other agreement, instrument or document contemplated by this Agreement; and (c) resulting from, relating to or constituting the conduct of the Companies' business or operations of the Companies' business from and after the Closing, provided however, that the Transferor shall not be entitled to receive indemnification for any Losses incurred by Transferor arising in connection with any event listed in Section 9.01(a) or (b).
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By the Transferee. From and after and by virtue of the Closing, subject to the provisions of this Article IX, the Transferee agrees to indemnify, defend and hold harmless the Transferring Entities (the “Transferor Indemnified Parties”) from and against all Losses incurred, suffered, or sustained by the Transferor Indemnified Parties, or any of them to the extent directly or indirectly resulting from or arising out of, or relating to any of the following: (i) any breach of any representation or warranty contained in Article IV of this Agreement or in any certificate delivered at the Closing in connection with this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or similar qualifiers set forth in such representation or warranty for purposes of determining whether there is a breach and the amount of any Loss resulting from or arising out of such breach; (ii) the non-performance, or any breach of any covenant or agreement of the Transferee contained in this Agreement; and (iii) any Assumed Liability (provided that the Transferor Indemnified Parties shall not be entitled to any such indemnification with respect to any Assumed Liabilities to the extent any Losses are attributable to the Class A-1 Common Units held by Transferor or any of its Affiliates).
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By the Transferee. The Transferee shall indemnify and hold harmless the Transferor, its members, managers, officers, employees and agents (the "Transferor Indemnitees") from and against all Losses actually incurred by the Transferor Indemnitees in connection with each and all of the following: (i) any misrepresentation or breach of any representation or warranty made by the Transferee in this Agreement; (ii) any breach of any covenant, agreement or obligation of the Transferee contained in this Agreement or any other agreement, instrument or document contemplated by this Agreement; and (iii) any Assumed Liabilities.
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By the Transferee. The Transferee shall indemnify and hold harmless the Transferor and Issuer, its stockholders, members, managers, directors, officers, employee and agents (the “Transferor Indemnitees”) from and against all Losses actually incurred by the Transferor Indemnitees in connection with each and all of the following: (i) any misrepresentation or breach of any representation or warranty made by the Transferee in this Agreement; (ii) any breach of any covenant, agreement or obligation of the Transferee contained in this Agreement or any other agreement, instrument or document contemplated by this Agreement; and (iii) any claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, damages, settlements, liabilities, losses, costs and legal and other expenses arising out of or based upon the use of the Assets after Closing.
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By the Transferee. Transferee shall indemnify and save and hold harmless each of the Property Partnerships, the Contributing Partners and their respective directors, officers, employees, agents, representatives and affiliates (each of which is a "TCR INDEMNIFIED PARTY") from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (a) the inaccuracy of any representation made by, or the failure to comply with any covenant or agreement of, the Transferee in Sections 7.8 or 7.9 of this Agreement or in any other provision of this Agreement that survives the Closing or (b) any Liability of the Property Partnerships incurred after the applicable Closing.
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By the Transferee. Subject to Section 18.6 hereof, the Transferee shall indemnify and save and hold harmless each of the Contributors, the Contributing Partners and their respective directors, officers, employees, agents, attorneys, representatives and affiliates from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to: (i) the inaccuracy of any representation made by, or the failure to comply with any covenant or agreement of, the Transferee in Sections 6.1, 8.7 or 8.8 of this Agreement or in any other provision of this Agreement that survives the Closing; or (ii) net adjustments made pursuant to Article 10 hereof that result in a credit to the TCR Parties to the extent that the amount thereof could not or was not determined pursuant to such Article 10 prior to or as of the end of the periods described on Section 10.6, as applicable. This indemnification shall survive for the Survival Period.
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By the Transferee. Transferee shall indemnify and ----------------- save and hold harmless each of the Contributors, the Contributing Partners and their respective directors, officers, employees, agents, representatives and affiliates (each of which is a "TCR INDEMNIFIED PARTY") from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (a) the inaccuracy of any representation made by, or the failure to comply with any agreement of, Transferee in Section 7.10 of this Agreement or in ------------ any other provision of this Agreement that survives the Closing, or (b) any untrue statement of a material fact contained in the Information Statement or omission to state any material fact in the Information Statement 37 required to be stated in the Information Statement with respect to the Company, the Operating Company or the Equity Securities or necessary in order to make the statements in the Information Statement with respect to the Company, the Operating Company or the Equity Securities, in light of the circumstances under which they were made, not misleading.
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Related to By the Transferee

  • Acceptance by the Transferee The Transferee agrees to comply with all covenants and restrictions applicable to a Holder of the 2012-1 SUBI Certificate and the interest in the 2012-1 SUBI represented thereby, whether set forth in the 2012-1 SUBI Certificate, in the SUBI Trust Agreement or otherwise, and assumes all obligations and liabilities, if any, associated therewith.

  • The Transferor 5.1 warrants to the Transferee that it has full power to enter into this Transfer Certificate and has taken all corporate action necessary to authorise it to do so; 5.2 warrants to the Transferee that this Transfer Certificate is binding on the Transferor under the laws of England, the country in which the Transferor is incorporated and the country in which its lending office is located; and 5.3 agrees that it will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee’s title under this Transfer Certificate or for a similar purpose.

  • Transferee Transfer Date (not earlier that the fifth Business Day after the date of delivery of the Transfer Certificate to the Agent):

  • Details of the transfer The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

  • Permitted Transferee 28 Person ......................................................................................28

  • Transferor By: ------------------------------------ Name: Title: EXHIBIT M FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE _____________, 20__ Saxon Mortgage Services, Inc. Xxxxx Fargo Bank, N.A. 0000 Xxxxxxxxxx Xxxxx North 0000 Xxx Xxxxxxxxx Xxxx Xxxx Xxxxx, Xxxxx 00000-0000 Xxxxxxxx, Xxxxxxxx 00000 Financial Asset Securities Corp. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: First Franklin Mortgage Loan Trust 2004-FF2, Asset-Backed Certificates Series 2004-FF2 ----------------------------------------- Dear Sirs: _____________ (the "Transferee") intends to acquire from the _______________________ ( "Transferor") $_________ Initial Certificate Principal Balance First Franklin Mortgage Loan Trust 2004- FF2, Asset-Backed Certificates Series 2004-FF2, Class [C][P][R][Dividend Account Certificate] (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of April 1, 2004 among Financial Asset Securities Corp. as depositor (the "Depositor"), Saxon Mortgage Services, Inc. as Servicer (the "Servicer") and Xxxxx Fargo Bank, N.A. as trustee (the "Trustee"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to, and covenants with the Depositor, the Trustee and the Servicer the following: The Certificates (i) are not being acquired by, and will not be transferred to, any employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets" of a Plan within the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R.ss.2510.3-101, and (iii) will not be transferred to any entity that is deemed to be investing in plan assets within the meaning of the DOL regulation at 29 X.X.X.xx. 2510.3-101. Very truly yours, [Transferee] By:_____________________________ Name: Title: EXHIBIT N-1 FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K I, [_____], certify that:

  • Purchaser The RPA Seller shall indemnify and hold harmless the Purchaser from and against any loss, liability, expense or damage suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the RPA Seller pursuant to this Agreement or as a result of the transactions contemplated hereby, including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the RPA Seller shall not indemnify the Purchaser if such acts, omissions or alleged acts or omissions constitute negligence or willful misconduct by the Purchaser.

  • Servicing Transfer In the event that a successor Master Servicer is appointed pursuant to the Pooling and Servicing Agreement, from and after the effective date of such transfer of servicing, the successor Master Servicer appointed pursuant to the Pooling and Servicing Agreement, and not the former Master Servicer, shall (a) be responsible for the performance of all servicing functions to be performed from and after such date, (b) agree to be bound by the terms, covenants and conditions contained herein applicable to the Master Servicer and be subject to the duties and obligations of the Master Servicer hereunder, and (c) agree to indemnify and hold harmless the Credit Enhancement Provider from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Credit Enhancement Provider may incur (or which may be claimed against the Credit Enhancement Provider) by reason of the gross negligence or willful misconduct of the successor Master Servicer in exercising its powers and carrying out its obligations under the Pooling and Servicing Agreement and the Series Supplement. Such transfer of servicing shall not affect any rights or obligations of the former Master Servicer under this Agreement that arose prior to the effective date of the transfer of servicing, except that such former Master Servicer shall have no obligation to indemnify the Credit Enhancement Provider as a result of any act or failure to act of any successor Master Servicer in the performance of the servicing functions.

  • Exchange, Transfer or Assignment of Warrant This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.

  • No Transfer or Assignment No rights under this Award shall be assignable or transferable by the Grantee, except to the extent expressly permitted by the Plan.

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