EXCLUSIVITY OF SECTION 11 INDEMNITY Sample Clauses

EXCLUSIVITY OF SECTION 11 INDEMNITY. Each Seller Indemnitee acknowledges that, from and after the Closing Date, its sole and exclusive remedy with respect to any and all claims and causes of action relating to this Agreement and the transactions contemplated hereby, except for any claims made against Purchaser pursuant to Section 12.3, shall be pursuant to the indemnification provisions set forth in this Section 11, provided that nothing in this Agreement shall be deemed to constitute a limitation on or other waiver of any claims for fraud or intentional misrepresentation. In furtherance of the foregoing, each Seller Indemnitee hereby waives and releases, from and after the Closing Date any and all rights, claims and causes of action (other than indemnity claims arising under this Section 11 and Section 12.3, and claims for fraud or intentional misrepresentation) it may have relating to this Agreement and the transactions contemplated hereby. Each Seller Indemnitee (i) makes this waiver and release with full knowledge that it may be releasing presently unknown or unsuspected claims, (ii) has had the opportunity to be advised by its independent legal counsel with respect to, and is familiar with Section 1542 of the California Civil Code, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR," and (iii) expressly waives any and all rights which it may have under Section 1542 of the California Civil Code, or any other state or federal statute or common law principle of similar effect.
Sample 1
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Related to EXCLUSIVITY OF SECTION 11 INDEMNITY

  • Amendment of Section 10 1. Section 10.1 of the Note Agreement is amended to read in its entirety as follows:

  • Amendment of Section 6 14. Section 6.14 of the Credit Agreement is amended to read as follows:

  • Amendment of Section 7 2.10(f). Clause (iii) of Section 7.2.10(f) of the Credit Agreement is hereby amended and restated in its entirety to the following:

  • Amendment of Section 8 15(b). Section 8.15(b) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Amendment of Section 9 16. In respect of the 2018 Notes only, the provisions of Section 9.16 of the Indenture are amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”. Such provisions shall be deemed not to have been deleted in respect of the 2021 Notes.

  • Amendment of Section 4 4. Pursuant to Section 9.2 of the Indenture, Section 4.4(b) of the Indenture is hereby amended and restated in its entirety to read as follows:

  • Amendment of Section 3 Section 3 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: Term. Unless otherwise terminated in accordance with Sections 8, 9, 10 or 11, the Employment Term shall be for a term ending April 30, 2015. This Agreement shall be automatically renewed for successive additional Employment Terms of one (1) year each unless notice of termination is given in writing by either party to the other party at least thirty (30) days prior to the expiration of the initial Employment Term or any renewal Employment Term.

  • Amendment of Section 5 4. Section 5.4 of the Agreement is ------------------------ hereby amended and restated in its entirety as follows:

  • Amendment of Section 2 07. Section 2.07 of the Agreement is hereby amended to read as follows:

  • Pursuant to Section 4 01, any amounts collected by a Servicer or the Master Servicer under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the related Servicing Agreement) shall be deposited into the Distribution Account, subject to withdrawal pursuant to Section 4.03. Any cost incurred by the Master Servicer or the related Servicer in maintaining any such insurance (if the Mortgagor defaults in its obligation to do so) shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or such Servicer pursuant to Sections 4.01 and 4.03.

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