Indemnification Covenants of Buyer. Subject to the limitations set forth in this Section 9, the Buyer shall defend, indemnify, save and keep harmless the Seller and its affiliates, managers, officers, members, agents or representatives and their respective successors and permitted assigns (the "Seller Indemnitees"), against and from all Damages sustained or incurred by any of the Seller Indemnitees as a result of or arising out of or relating to: (a) Any inaccuracy in a representation or breach of a warranty made by the Buyer in this Agreement or in any document or instrument delivered to the Seller in connection with this Agreement; or (b) The failure of the Buyer to comply with, or the breach by the Buyer of, any of the covenants contained in this Agreement or in any document or instrument delivered to the Seller in connection with this Agreement, to be performed by the Buyer; or (c) Any liability now or subsequently existing arising out of or in connection with the Business, solely to the extent that such liabilities and/or obligations relate to the acts or omissions of the Buyer subsequent to the Effective Date; except to the extent that any such liability is expressly retained by the Seller pursuant to this Agreement.

Indemnification Covenants of Buyer. 34 Table of Contents (Cont'd)

Indemnification Covenants of Buyer. Subject to Section 10.5 hereof, after the Closing Date, Buyer hereby agrees to indemnify and hold Seller and its Affiliates harmless from and against all Losses sustained or incurred by Seller or its Affiliates as a result or arising out or by virtue of: (i) the inaccuracy of any representation or warranty made by Buyer to Seller in this Agreement, (ii) the breach or non-performance by Buyer of any of the covenants, agreements or obligations of this Agreement to be performed by Buyer, and (iii) the failure to pay or discharge in accordance with their terms any of the Assumed Liabilities, after the Closing Date.

Indemnification Covenants of Buyer. Buyer will indemnify Seller and API for and hold Seller and API harmless from and against any and all any and all losses, damages, Taxes, costs, expenses, liabilities, obligations and claims of any kind, including without limitation, reasonable attorneys' fees and disbursements, interest or penalties sustained or incurred by Seller or API as a result of or arising out of: (a) any breach or inaccuracy of any representation or warranty made by Buyer to Seller and API in this Agreement or any other agreement of Buyer delivered pursuant to this Agreement or in any certificate delivered by Buyer to Seller or API pursuant to this Agreement or any other agreement of Buyer delivered pursuant to this Agreement; (b) any failure of Buyer to comply with, or any breach or nonfulfillment by Buyer of, any covenant of Buyer set forth in this Agreement, or in any certificate delivered by Buyer to Seller or API pursuant to this Agreement; (c) any guaranty by API of, or any retention of liability by API of, any real estate lease obligations of Company or any other obligation of Company; or (d) any suit, action or other proceeding brought by any Person and arising out of or in any way related to any of the matters referred to in Section 8.4(a), 8.4(b) or 8.4(c). PROVIDED THAT, with respect to a claim for indemnification pursuant to Section 8.4(a) or Section 8.4(d) (as it relates to Section 8.4(a)) the Seller and API make a written claim for indemnification against the Buyer pursuant to Section 8.5 hereof on or prior to the termination date set forth in Section 8.2(b). References to Seller or API in this Section 8.4 includes their shareholders, Affiliates and officers, directors, agents, representatives and successors and assigns of any of them.

Indemnification Covenants of Buyer. Buyer shall indemnify Seller for and hold Seller harmless from and against any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including without limitation reasonable attorneys' fees and disbursements, sustained or incurred by Seller as a result of, arising out of or incidental to: (a) any breach or inaccuracy of any representation or warranty made by Buyer to Seller in this Agreement, in any Ancillary Agreement to which Buyer is a party or in any certificate or other document delivered by Buyer to Seller in connection with the transactions contemplated hereby or thereby; (b) any failure of Buyer to comply with, or any breach or nonfulfillment by Buyer of, any covenant, agreement or obligation of Buyer set forth in this Agreement, in any Ancillary Agreement to which Buyer is a party or in any certificate or other document delivered by Buyer to Seller in connection with the transactions contemplated hereby or thereby; (c) any failure of Buyer to timely pay, perform or discharge any Assumed Liability; or (d) any suit, action or other proceeding brought by any Person and arising out of or in any way related to any of the matters referred to in Section 10.4(a), 10.4(b) or 10.4(c). References to Seller in this Section 10.4 includes its shareholders and other Affiliates, officers, directors, agents and successors.

Indemnification Covenants of Buyer. Buyer will indemnify Seller for and hold Seller harmless from and against any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including without limitation reasonable attorneys' fees and disbursements, sustained or incurred by Seller as a result of, arising out of or incidental to: (a) Any breach or inaccuracy of any representation or warranty made by Buyer in this Agreement or in any certificate or other document delivered by Buyer to Seller in connection with the Subject Transactions; (b) Any failure of Buyer to comply with, or any breach or nonfulfillment by Buyer of, any covenant of Buyer set forth in this Agreement or in any certificate or other document delivered by Buyer to Seller in connection with the Subject Transactions; (c) Any failure of Buyer to timely pay, perform or discharge any Assumed Liability; or (d) Any suit, action or other proceeding brought by any person and arising out of or in any way related to any of the matters referred to in Section 10.4(a), 10.4(b) or 10.4(c) hereof. References to Seller in this Section 10.4 include Seller's shareholders, officers, employees, directors, affiliates, agents and successors.

Related to Indemnification Covenants of Buyer

Covenants of Buyer Buyer agrees that:
Covenants of the Company and Subscriber Regarding Indemnification (a) The Company agrees to indemnify, hold harmless, reimburse and defend Subscriber, Subscriber's officers, directors, agents, affiliates, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon Subscriber or any such person which results, arises out of or is based upon (i) any misrepresentation by Company or breach of any warranty by Company in this Agreement or in any Exhibits or Schedules attached hereto, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Subscribers relating hereto. (b) Subscriber agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers and directors at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company or any such person which results, arises out of or is based upon (i) any misrepresentation by Subscriber in this Agreement or in any Exhibits or Schedules attached hereto, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by Subscriber of any covenant or undertaking to be performed by Subscriber hereunder, or any other agreement entered into by the Company and Subscribers relating hereto. (c) The procedures set forth in Section 10.6 shall apply to the indemnifications set forth in Sections 8(a) and 8(b) above.
Representations, Warranties and Covenants of Buyer Buyer represents, and warrants to and covenants with Seller as follows:
Covenants of the Buyer The Buyer covenants and agrees with the Seller as follows:
Representations, Warranties and Covenants of the Corporation The Corporation represents, warrants, covenants and agrees that:
Representations, Warranties and Covenants of the Purchaser (a) The Purchaser, as of the date hereof, hereby represents and warrants to, and covenants with, the Mortgage Loan Seller that: (i) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of State of Delaware. (ii) The execution and delivery of this Agreement by the Purchaser, and the performance of, and compliance with, the terms of this Agreement by the Purchaser, do not violate the Purchaser’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Purchaser has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Mortgage Loan Seller, constitutes a valid, legal and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Purchaser is not in violation of, and its execution and delivery of this Agreement and its performance of, and compliance with, the terms of this Agreement will not constitute a violation of, any law, any judgment, order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Purchaser’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Purchaser. (vi) No litigation is pending or, to the best of the Purchaser’s knowledge, threatened against the Purchaser which would prohibit the Purchaser from entering into this Agreement or, in the Purchaser’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Purchaser to perform its obligations under this Agreement or the financial condition of the Purchaser. (vii) The Purchaser has not dealt with any broker, investment banker, agent or other Person, other than the Mortgage Loan Seller, the Principals and their respective affiliates, that may be entitled to any commission or compensation in connection with the purchase of the Mortgage Loans or the consummation of any of the transactions contemplated hereby. (viii) No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required, under federal or state law, for the Purchaser’s execution, delivery and performance of or compliance by the Purchaser with this Agreement, or the consummation by the Purchaser of any transaction contemplated hereby, other than (1) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained, made or given and (2) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Purchaser under this Agreement. (ix) The Purchaser (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions of the Accountant’s Due Diligence Report and meeting the requirements of that Form 15G, Rule 15Ga-2, any other rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Principals at least 6 Business Days before the first sale in the offering contemplated by the Prospectus; and (C) furnished each such Form 15G to the Commission on XXXXX at least 5 Business Days before the first sale in the offering contemplated by the Prospectus as required by Rule 15Ga-2. (b) Upon discovery by any of the parties hereto of a breach of any of the representations and warranties set forth above which materially and adversely affects the interests of the Mortgage Loan Seller, the party discovering such breach shall give prompt written notice of such breach to the other party or parties hereto.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS Each Purchaser hereby represents and warrants to the Company, and covenants with the Company, severally and not jointly, as follows:
Covenants of Acquiror 31 Section 7.1 Consummation of Agreement............................................................. 32 Section 7.2 Requirements to Effect Merger......................................................... 32 Section 7.3 Access................................................................................ 32 Section 7.4
Representations, Warranties and Covenants of the Company The Company represents and warrants to, and agrees with, Subscriber that:
REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that: (a) Debtor’s exact legal name is as set forth in the preamble of this Agreement and Debtor is, and will remain, duly organized, existing and in good standing under the laws of the State set forth in the preamble of this Agreement, has its chief executive offices at the location specified in the preamble, and is, and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations; (b) Debtor has adequate power and capacity to enter into, and to perform its obligations under this Agreement, each Note and any other documents evidencing, or given in connection with, any of the Indebtedness (all of the foregoing are called the “Debt Documents”); (c) This Agreement and the other Debt Documents have been duly authorized, executed and delivered by Debtor and constitute legal, valid and binding agreements enforceable in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws; (d) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into, or performance by Debtor of any of the Debt Documents, except any already obtained; (e) The entry into, and performance by, Debtor of the Debt Documents will not (i) violate any of the organizational documents of Debtor or any judgment, order, law or regulation applicable to Debtor, or (ii) result in any breach of or constitute a default under any contract to which Debtor is a party, or result in the creation of any lien, claim or encumbrance on any of Debtor’s property (except for liens in favor of Secured Party) pursuant to any indenture, mortgage, deed of trust, bank loan, credit agreement, or other agreement or instrument to which Debtor is a party; (f) There are no suits or proceedings pending in court or before any commission, board or other administrative agency against or affecting Debtor which could, in the aggregate, have a material adverse effect on Debtor, its business or operations, or its ability to perform its obligations under the Debt Documents, nor does Debtor have reason to believe that any such suits or proceedings are threatened; (g) All financial statements delivered to Secured Party in connection with the Indebtedness have been prepared in accordance with generally accepted accounting principles, and since the date of the most recent financial statement, there has been no material adverse change in Debtors financial condition; (h) The Collateral is not, and will not be, used by Debtor for personal, family or household purposes; (i) The Collateral is, and will remain, in good condition and repair and Debtor will not be negligent in its care and use; (j) Debtor is, and will remain, the sole and lawful owner, and in possession of, the Collateral, and has the sole right and lawful authority to grant the security interest described in this Agreement; and (k) The Collateral is, and will remain, free and clear of all liens, claims and encumbrances of any kind whatsoever, except for (i) liens in favor of Secured Party, (ii) liens for taxes not yet due or for taxes being contested in good faith and which do not involve, in the judgment of Secured Party, any risk of the sale, forfeiture or loss of any of the Collateral, and (iii) inchoate materialmen’s, mechanic’s, repairmen’s and similar liens arising by operation of law in the normal course of business for amounts which are not delinquent (all of such liens are called “Permitted Liens”).

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