Common use of Survival of Representations and Obligations Clause in Contracts

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, each of the Depositor and HCA shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 and the obligations pursuant to Section 10 shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (other than (i) as a result of any Underwriters’ breach under Section 6 of this Agreement or (ii) pursuant to Section 11 of this Agreement), the Depositor and HCA will reimburse the Underwriters severally, upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Underwritten Notes.

Appears in 21 contracts

Samples: Underwriting Agreement (Hyundai Auto Receivables Trust 2024-A), Underwriting Agreement (Hyundai Auto Receivables Trust 2023-B), Underwriting Agreement (Hyundai Auto Receivables Trust 2023-A)

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Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, each of the Depositor and HCA Seller shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 6 and the obligations pursuant to Section 10 9 shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (consummated, other than (i) as a result of any Underwriters’ breach under Section 6 termination of this Agreement or (ii) pursuant to Section 11 of this Agreement10 with respect to the defaulting Underwriter(s), the Depositor and HCA Seller will reimburse the Underwriters severally, upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Underwritten Notes.

Appears in 21 contracts

Samples: Underwriting Agreement (Vw Credit Leasing LTD), Underwriting Agreement (Huntington Auto Trust 2016-1), Underwriting Agreement (Huntington Funding, LLC)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, each of the Depositor and HCA shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 and the obligations pursuant to Section 10 shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (other than (i) as a result of any Underwriters’ breach under Section 6 of this Agreement or (ii) pursuant to Section 11 4 of this Agreement), the Depositor and HCA will reimburse the Underwriters severally, upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Underwritten Notes.

Appears in 10 contracts

Samples: Underwriting Agreement (Hyundai Abs Funding Corp), Underwriting Agreement (Hyundai Auto Receivables Trust 2012-C), Underwriting Agreement (Hyundai Auto Receivables Trust 2012-B)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, each of the Depositor and HCA shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 and the obligations pursuant to Section 10 shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (other than (i) as a result of any Underwriters’ breach under Section 6 of this Agreement or (ii) pursuant to Section 11 of this Agreement), the Depositor and HCA will reimburse the Underwriters severally, upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Underwritten Notes.

Appears in 8 contracts

Samples: Administration Agreement (Hyundai Auto Receivables Trust 2015-B), Underwriting Agreement (Hyundai Auto Receivables Trust 2015-A), Underwriting Agreement (Hyundai Abs Funding Corp)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, each of the Depositor and HCA Seller shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 6 and the obligations pursuant to Section 10 9 shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (consummated, other than (i) as a result of any Underwriters’ breach under Section 6 termination of this Agreement or (ii) pursuant to Section 11 of this Agreement)10, the Depositor and HCA Seller will reimburse the Underwriters severally, upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Underwritten Notes.

Appears in 6 contracts

Samples: Underwriting Agreement (Volkswagen Auto Loan Enhanced Trust 2005-1), Underwriting Agreement (Volkswagen Auto Loan Enhanced Trust 2008-1), Underwriting Agreement (Volkswagen Auto Loan Enhanced Trust 2007-1)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, each of the Depositor and HCA shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 6 hereof and the obligations pursuant to Section 10 9 hereof shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (other than (i) as a result of any Underwriters’ breach under Section 6 of this Agreement or (ii) pursuant to Section 11 of this Agreement)consummated, the Depositor and HCA will reimburse the Underwriters (other than any defaulting Underwriter contemplated by Section 10 hereof) severally, upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Underwritten Notes.

Appears in 5 contracts

Samples: Underwriting Agreement (Fifth Third Auto Trust 2015-1), Underwriting Agreement (Fifth Third Auto Trust 2014-3), Underwriting Agreement (Fifth Third Auto Trust 2014-2)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, each of the Depositor and HCA Transferor shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 6 and the obligations pursuant to Section 10 9 shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (consummated, other than (i) as a result of any Underwriters’ breach under Section 6 termination of this Agreement or (ii) pursuant to Section 11 of this Agreement)10, the Depositor and HCA Transferor will reimburse the Underwriters severally, upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Underwritten Notes.

Appears in 5 contracts

Samples: Underwriting Agreement (Volkswagen Credit Auto Master Owner Trust), Underwriting Agreement (Volkswagen Auto Lease Trust 2005-A), Underwriting Agreement (Volkswagen Auto Lease Trust 2002-A)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, each of the Depositor and HCA HMFC shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 and the obligations pursuant to Section 10 shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (other than (i) as a result of any Underwriters’ breach under Section 6 of this Agreement or (ii) pursuant to Section 11 4 of this Agreement), the Depositor and HCA HMFC will reimburse the Underwriters severally, upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Underwritten Notes.

Appears in 5 contracts

Samples: Underwriting Agreement (Hyundai Auto Receivables Trust 2006-A), Administration Agreement (Hyundai Abs Funding Corp), Underwriting Agreement (Hyundai Auto Receivables Trust 2006-B)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, each of the Depositor and HCA shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 6 and the obligations pursuant to Section 10 9 shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (consummated, other than (i) as a result of any Underwriters’ breach under Section 6 termination of this Agreement or (ii) pursuant to Section 11 of this Agreement)10, the Depositor and HCA will reimburse the Underwriters severally, upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Underwritten Notes.

Appears in 3 contracts

Samples: Underwriting Agreement (Fifth Third Holdings Funding, LLC), Fifth Third Holdings Funding, LLC, Fifth Third Holdings Funding, LLC

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, each of the Depositor and HCA Seller shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 6 and the obligations pursuant to Section 10 9 shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (consummated, other than (i) as a result of any Underwriters’ breach under Section 6 termination of this Agreement or (ii) pursuant to Section 11 of this Agreement10 with respect to the defaulting Underwriter(s), the Depositor and HCA Seller will reimburse the Underwriters severally, upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Underwritten Notes. The provisions of Sections 6, 9, 14, 15, 16, 18, 20 and 22 hereof shall survive the termination or cancellation of this Agreement.

Appears in 3 contracts

Samples: Underwriting Agreement (Vw Credit Leasing LTD), Underwriting Agreement (Vw Credit Leasing LTD), Underwriting Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)

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Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, each of the Depositor and HCA shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 6 hereof and the obligations pursuant to Section 10 9 hereof shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (other than (i) as a result of any Underwriters’ breach under Section 6 of this Agreement or (ii) pursuant to Section 11 of this Agreement)consummated, the Depositor and HCA will reimburse the Underwriters (other than any defaulting Underwriter contemplated by Section 10 hereof) severally, upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Underwritten Notes.

Appears in 3 contracts

Samples: Underwriting Agreement (Fifth Third Auto Trust 2023-1), Underwriting Agreement (Fifth Third Auto Trust 2019-1), Underwriting Agreement (Fifth Third Auto Trust 2017-1)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Class A Notes by the Underwriters is not consummated, each of the Depositor and HCA Seller shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 6 and the obligations pursuant to Section 10 9 shall remain in effect. If for any reason the purchase of the Underwritten Class A Notes by the Underwriters is not consummated (consummated, other than (i) as a result of any Underwriters’ breach under Section 6 termination of this Agreement or (ii) pursuant to Section 11 of this Agreement)10, the Depositor and HCA Seller will reimburse the Underwriters severally, upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Underwritten Class A Notes.

Appears in 2 contracts

Samples: Underwriting Agreement (Volkswagen Auto Loan Enhanced Trust 2003-2), Underwriting Agreement (Volkswagen Auto Loan Enhanced Trust 2003-1)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, each of the Depositor and HCA HMFC shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 6 and the obligations pursuant to Section 10 9 shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (other than (i) as a result of any Underwriters’ breach under Section 6 of this Agreement or (ii) pursuant to Section 11 4 of this Agreement), the Depositor and HCA HMFC will reimburse the Underwriters severally, upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Underwritten Notes.

Appears in 2 contracts

Samples: Administration Agreement (Hyundai Abs Funding Corp), Underwriting Agreement (Hyundai Abs Funding Corp)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters Underwriter is not consummated, each of the Depositor Seller and HCA UACC shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 and the obligations pursuant to Section 10 shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters Underwriter is not consummated (other than (i) as a result of any Underwriters’ Underwriter’s breach under Section 6 of this Agreement or (ii) pursuant to Section 11 4 of this Agreement), the Depositor Seller and HCA UACC will reimburse the Underwriters severally, Underwriter upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any the Underwriter in connection with the offering of the Underwritten Notes.

Appears in 2 contracts

Samples: UPFC Auto Receivables Trust 2006-B, UPFC Auto Receivables Trust 2006-A

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Underwritten Notes. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, each of the Depositor and HCA shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 6 and the obligations pursuant to Section 10 9 shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (other than (i) as a result of any Underwriters’ breach under Section 6 of this Agreement or (ii) pursuant to Section 11 of this Agreement)consummated, the Depositor and HCA will reimburse the Underwriters (other than any defaulting Underwriter contemplated by Section 10) severally, upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Underwritten Notes.

Appears in 1 contract

Samples: Underwriting Agreement (Fifth Third Auto Trust 2013-A)

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