Repurchase and Indemnification Sample Clauses

Repurchase and Indemnification. Upon the occurrence of any Repurchase Obligation (as defined below), TPO shall be obligated to repurchase the related Loan and indemnify UHMC for such related Loans(s) in accordance with the terms and conditions contained herein. At UHMC's sole option, UHMC shall have the right to require TPO to (i) repurchase the related Loan, (ii) indemnify UHMC for such related Loan or (iii) enter into an Indemnification Agreement (as defined below) in lieu of repurchasing the related Loan, in any case, in accordance with the terms and conditions contained herein. UHMC's prior knowledge of any fact, at any time, concerning the Loan, or any delay by UHMC in making demand or request for repurchase or indemnification hereunder, shall neither impair UHMC's rights nor constitute a waiver of TPO's obligations hereunder.
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Repurchase and Indemnification. Upon the occurrence of any Repurchase Obligation (as defined below), Seller shall be obligated to repurchase the Mortgage Loan and indemnify MaxCap for such Mortgage Loan in accordance with the terms and conditions herein. At MaxCap’s sole option, MaxCap shall have the right to require Seller to (i) repurchase the Mortgage Loan, (ii) indemnify MaxCap for the Loan, (iii) or enter into an Indemnification Agreement (as defined below) in lieu of repurchasing the Mortgage Loan; in any case, in accordance with the terms and conditions herein and in the Seller Guide. MaxCap’s prior knowledge of any fact at any time concerning the Mortgage Loan, or any delay by MaxCap in making demand or request for repurchase or indemnification hereunder, shall neither impair MaxCap’s rights nor constitute a waiver of Seller’s obligations hereunder. In the event of a repurchase or indemnification, MaxCap may require Seller to pay an administrative fee equal to three thousand five hundred dollars ($3,500.00), in addition to all other amounts due.
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Repurchase and Indemnification. Upon the occurrence of any Repurchase Obligation (as defined below), Broker shall be obligated to repurchase the related Loan and indemnify FundLoans for such related Loan(s) in accordance with the terms and conditions contained herein. At FundLoans’ sole option, FundLoans shall have the right to require Broker to: (i) repurchase the related loan; (ii) indemnify FundLoans for such related Loan; or (iii) enter into an Indemnification Agreement (as defined below) in lieu of repurchasing the related Loan, in any case, in accordance with the terms and conditions contained herein. FundLoans’ prior knowledge of any fact, at any time, concerning the Loan, or any delay by FundLoans in making a demand or request for repurchase or indemnification hereunder, shall neither impair FundLoans’ rights, nor constitute a waiver of Broker’s obligations hereunder.
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Repurchase and Indemnification. In the event of a breach of any ------------------------------ representation, warranty or covenant of Seller, Seller shall at Buyer's request, immediately repurchase the RIO affected by the breach of representation or warranty by paying to Buyer the total purchase price for such account, plus accrued interest at the RIO rate, plus expenses, less actual payments received by Buyer after purchase. Said repurchase will be without any representation, warranty or recourse on part of Buyer.
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Repurchase and Indemnification 
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Related to Repurchase and Indemnification

  • Escrow and Indemnification 50 8.1 Survival of Representations, Warranties and Covenants...........50 8.2 Indemnity.......................................................50 8.3

  • Release and Indemnification CLIENT hereby releases TAILGATE GUYS and agrees to indemnify and defend TAILGATE GUYS and save TAILGATE GUYS harmless from and against all suits, actions, damages, liability and expenses in connection with loss of life, body or personal injury or property damage (and each and all of them) arising from or out of any occurrence in and around the Site or any part thereof, or occasioned wholly or in part by any act or omission of CLIENT, its invitees, and guests.

  • Waiver and Indemnification Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

  • REPRESENTATION AND INDEMNIFICATION The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services.

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

  • Survival and Indemnification 7.1 Survival of Representations, Warranties, Covenants and Agreements

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

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