Indemnities of the Obligors Sample Clauses

Indemnities of the Obligors. (a) Without limiting any other rights which any of the Indemnified Parties may have hereunder, under any Series Supplement or under applicable law, each Obligor hereby agrees to indemnify each Indemnified Party from and against any and all Indemnified Amounts arising out of (i) reliance on any representation or warranty or statement of such Obligor made or deemed made by such Obligor under or in connection with this Master Agreement or in any of the other Series Related Documents to which such Person is a party or in any certificate or report delivered in connection with any of the foregoing which shall have been incorrect in any material respect when made; (ii) the failure by such Obligor to comply with this Master Agreement or any of the other Series Related Documents to which any such Person is a party, or the failure by such Obligor or the Transferor, to comply with any applicable law, rule or regulation with respect to any Contract, or the nonconformity of any Contract with any such applicable law, rule or regulation; (iii) the failure to vest in the Trustee a first priority perfected security interest in the property pledged by such Obligor with respect to the related Series Trust Estate, free and clear of any Lien; (iv) the failure of such Obligor to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with any of the Contracts or any of the Equipment, to the extent required by Section 14.08 hereof. (b) Any request by any Indemnified Party for indemnity pursuant to this Section 8.06 shall be made in writing delivered to the Obligors' Agent describing in reasonable detail the amount thereof and the circumstances giving rise thereto. The Obligors' Agent on behalf of the related Obligor(s) shall pay any such Indemnified Amounts within 30 days after its receipt of any such request therefor; it being understood and agreed, however, that payment of such amount shall not constitute a waiver of the Obligors' Agent right to contest the basis for such indemnity so long as the Obligors' Agent provides written notice to the applicable Indemnified Party at the time of the Obligors' Agent payment of the respective Indemnified Amounts, which written notice shall state the basis, in reasonable detail, for the Obligors' Agent's dispute of the requested Indemnified Amount. (c) The agreement contained in this Section 8.06 shall survive the Final Date of the last Outstanding Series and the termination of t...
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Indemnities of the Obligors. (a) Without limiting any other rights which any of the Indemnified Parties may have hereunder, under any Series Supplement or under applicable law, each Obligor hereby agrees to indemnify each Indemnified Party from and against any and all Indemnified Amounts arising out of: (i) reliance on any representation or warranty or statement of such Obligor made or deemed made by such Obligor under or in connection with this Master Agreement, the Contribution Agreement or in any of the Series Related Documents to which such Obligor is a party or in any certificate or report delivered in connection with any of the foregoing, which shall have been incorrect in any material respect when made; 45 52 (ii) the failure by such Obligor to comply with this Master Agreement, the Contribution Agreement or any of the Series Related Documents to which any such Person is a party, or the failure by such Obligor or the Originator, to comply with any applicable law, rule or regulation with respect to any Contract,
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Indemnities of the Obligors. Without limiting any other rights which any of the Indemnified Parties may have hereunder, under any Series Supplement or under applicable law, each Obligor hereby agrees to indemnify each Indemnified Party from and against any and all Indemnified Amounts arising out of (i) reliance on any representation or warranty or statement of such Obligor made or deemed made by such Obligor under or in connection with this Master Agreement or in any of the other Series Related Documents to which such Person is a party or in any certificate or report delivered in connection with any of the foregoing which shall have been incorrect in any material respect when made;
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Related to Indemnities of the Obligors

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

  • Conditions to the Obligations of the Seller Each and every obligation of the Seller under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Seller:

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

  • Conditions of the Obligations of the Underwriters The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

  • Conditions of the Obligations of the Initial Purchasers The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

  • Conditions to the Obligations of the Parties The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

  • Termination of the Obligations of the Underwriters The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Representatives by written notice delivered to the Issuer and the Company if at any time on or before the Closing Date (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange, (b) a general moratorium on commercial banking activities in New York or Virginia shall have been declared by any of Federal, New York state or Virginia state authorities, (c) there shall have occurred any material outbreak or escalation of hostilities or other calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the Representatives’ reasonable judgment, impracticable to market the Notes on the terms and in the manner contemplated in the Prospectus or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Assets taken as a whole or (ii) the business or properties of the Issuer, the Company or the Seller occurs, which, in the Representatives’ reasonable judgment, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Agreement shall (except for the liability of the Issuer, the Company and the Seller under Section 9 and Section 10 of this Agreement and the liability of each Underwriter under Section 17 of this Agreement) be released and discharged from their respective obligations under this Agreement.

  • Conditions Precedent to the Obligations of the Company The obligation hereunder of the Company to issue and sell the shares of Common Stock to the Investor incident to each Closing is subject to the satisfaction, or waiver by the Company, at or before each such Closing, of each of the conditions set forth below.

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