Indemnity of Qualified Intermediary Sample Clauses

Indemnity of Qualified Intermediary. Seller shall indemnify and hold harmless Qualified Intermediary, its shareholders, directors, officers, employees, agents, representatives, and the successors and assigns thereof, from and against any and all claims, disputes, liabilities, losses, costs, damages, or expenses of any kind, including reasonable attorney's fees actually incurred and costs and expenses incurred in the investigation, prosecution, defense or settlement of any claims, which may be threatened against, incurred or undertaken by Qualified Intermediary and (i) which arise out of or in connection with any breach; inadequacy, incompleteness or inaccuracy of any representation or warranty made by or on behalf of Seller in, or any failure of Seller to perform any of the Seller's covenants or obligations pursuant to this Agreement and any and all other documents or agreement referred to herein or entered into in connection herewith, and (ii) which otherwise arise out of or in connection with this Agreement and any and all documents or agreements referred to herein or entered into in connection herewith, except those claims for which Qualified Intermediary may be held liable to Seller for the negligence or willful misconduct of Qualified Intermediary. Seller shall indemnify and hold harmless Qualified Intermediary, its shareholders, directors, officers, employees, agents, representatives, and the successors and assigns thereof, from and against any and all claims, disputes, liabilities, penalties, forfeitures, violations of Environmental Laws (as hereinafter defined), losses, costs, damages, or expenses of any kind, including reasonable attorneys' fees actually incurred and costs and expenses incurred in the investigation, prosecution, defense or settlement of any claims, or death of, or injury to any person or damage to any property whatsoever, which may be threatened against, incurred or undertaken by Qualified Intermediary and arising from or caused in whole or in part, directly or indirectly, by the presence in, on, under or relating to the Property or the Exchange Parcels or any improvements thereon of any Hazardous Substances Materials or Wastes (as hereinafter defined), or the use, analysis, generation, discharge, release (or threatened release), storage, treatment, transport or disposal of Hazardous Substances Materials or Wastes to, in, on, under, or about or from any such property or improvements thereon. Seller's obligation hereunder shall include, without limitation, and whether...
Sample 1
AutoNDA by SimpleDocs

Related to Indemnity of Qualified Intermediary

  • Representations and Warranties Regarding Individual Mortgage Loans The Seller hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the related Closing Date for such Mortgage Loan:

  • Certain Representations and Warranties Regarding the Collateral Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.

  • Representations and Warranties by the Transaction Entities Each of the Transaction Entities, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Additional Representations and Agreements of Counterparty Counterparty represents, warrants and agrees as follows:

  • Representations and Warranties of Counterparty Counterparty hereby represents and warrants to Dealer on the date hereof and on and as of the Premium Payment Date that:

  • Liability of Servicer; Indemnification (a) The Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Sub-Servicer and the Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Home Equity Loans. The Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.

  • Liability of the Transferor The Transferor shall be liable only to the extent of the obligations specifically undertaken by the Transferor under this Agreement and the representations made by the Transferor in this Agreement.

  • Liability of the Depositor The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically imposed by these Standard Terms and the related Supplement.

  • Representations and Warranties by the Purchaser The Purchaser represents and warrants to the Company as of the time of issuance of the Notes and Warrants as follows:

  • Representations and Warranties Regarding the Master Servicer The Master Servicer represents and warrants to the Issuer and for the benefit of the Indenture Trustee, as pledgee of the Mortgage Loans, the Bond Insurer and the Bondholders, as of the Cut-off Date and the Closing Date, that:

Time is Money Join Law Insider Premium to draft better contracts faster.