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 of the Seller and CNHCA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this Agreement. If for any reason the purchase of the Notes by the Underwriters is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 and the respective obligations of the Seller and the Underwriters pursuant to Section 10 shall remain in effect. If for any reason the purchase of the Notes by the Underwriters is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv) or (v) of Section 8(d)), the Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Notes. Nothing contained in this Section 13 shall limit the recourse of the Seller against the Underwriters.

Appears in 14 contracts

Samples: Underwriting Agreement (CNH Equipment Trust 2014-A), Underwriting Agreement (CNH Equipment Trust 2013-D), Underwriting Agreement (CNH Equipment Trust 2013-C)

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Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA CNHICA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this Agreement. If for any reason the purchase of the Notes by the Underwriters is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 and the respective obligations of the Seller and the Underwriters pursuant to Section 10 shall remain in effect. If for any reason the purchase of the Notes by the Underwriters is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv) or (v) of Section 8(d)), the Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Notes. Nothing contained in this Section 13 shall limit the recourse of the Seller against the Underwriters.

Appears in 14 contracts

Samples: Underwriting Agreement (CNH Equipment Trust 2024-B), Underwriting Agreement (CNH Equipment Trust 2017-C), Underwriting Agreement (CNH Equipment Trust 2019-B)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA Depositor or any of their its officers and each of the Underwriters Underwriter set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller Depositor submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof thereof, made by or on behalf of any the Underwriter or of the Seller Depositor or any of their respective representatives, officers or directors or any controlling person, and (iii) will survive delivery of and payment for the Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this AgreementCertificates. If for any reason the purchase of the Notes Certificates by the Underwriters Underwriter is not consummated, the Seller Depositor shall remain responsible for the expenses to be paid or reimbursed by the Seller Depositor pursuant to Section 7 6 and the respective obligations of the Seller Depositor and the Underwriters Underwriter pursuant to Section 10 8 shall remain in effect. If for any reason the purchase of the Notes Certificates by the Underwriters Underwriter is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iii) and (iv) or (v) of Section 8(d7(d)), the Seller Depositor will reimburse any the Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Notes. Nothing contained in this Section 13 shall limit the recourse of the Seller against the UnderwritersCertificates.

Appears in 4 contracts

Samples: Underwriting Agreement (Synthetic Fixed Income Securities Inc), Underwriting Agreement (Synthetic Fixed Income Securities Inc), Underwriting Agreement (Prudential Securities Structured Assets Inc)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA or CFSC or any of their officers and each of the Underwriters Underwriter set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any the Underwriter or of the Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Class B Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this Agreement. If for any reason the purchase of the Class B Notes by the Underwriters Underwriter is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 6 and the respective obligations of the Seller and the Underwriters Underwriter pursuant to Section 10 8 shall remain in effect. If for any reason the purchase of the Class B Notes by the Underwriters Underwriter is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv) or (v) of Section 8(d7(d)), the Seller will reimburse any the Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Class B Notes. Nothing contained in this Section 13 10 shall limit the recourse of the Seller against the UnderwritersUnderwriter.

Appears in 3 contracts

Samples: Caterpillar Financial Funding Corp, Caterpillar Financial Funding Corp, Caterpillar Financial Funding Corp

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Offered Notes. Without limiting the effect of the foregoing sentence, the The provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this Agreement. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 and the respective obligations of the Seller and the Underwriters pursuant to Section 10 shall remain in effect. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv) or (v) of Section 8(d)), the Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Offered Notes. Nothing contained in this Section 13 shall limit the recourse of the Seller against the Underwriters.

Appears in 3 contracts

Samples: Underwriting Agreement (CNH Capital Receivables LLC), Underwriting Agreement (CNH Capital Receivables LLC), Underwriting Agreement (CNH Capital Receivables LLC)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Notes. Without limiting the effect of the foregoing sentence, the The provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this Agreement. If for any reason the purchase of the Notes by the Underwriters is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 and the respective obligations of the Seller and the Underwriters pursuant to Section 10 shall remain in effect. If for any reason the purchase of the Notes by the Underwriters is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv) or (v) of Section 8(d)), the Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Notes. Nothing contained in this Section 13 shall limit the recourse of the Seller against the Underwriters.

Appears in 3 contracts

Samples: Underwriting Agreement (CNH Equipment Trust 2010-A), Underwriting Agreement (CNH Equipment Trust 2009-C), Underwriting Agreement (CNH Equipment Trust 2007-A)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA Trustor or any of their its officers and each of the Underwriters Underwriter set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller Trustor submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof thereof, made by or on behalf of any the Underwriter or of the Seller Trustor or any of their respective representatives, officers or directors or any controlling person, and (iii) will survive delivery of and payment for the Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this AgreementCertificates. If for any reason the purchase of the Notes Certificates by the Underwriters Underwriter is not consummated, the Seller Trustor shall remain responsible for the expenses to be paid or reimbursed by the Seller Trustor pursuant to Section 7 6 and the respective obligations of the Seller Trustor and the Underwriters Underwriter pursuant to Section 10 8 shall remain in effect. If for any reason the purchase of the Notes Certificates by the Underwriters Underwriter is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iii) and (iv) or (v) of Section 8(d7(d)), the Seller Trustor will reimburse any the Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Notes. Nothing contained in this Section 13 shall limit the recourse of the Seller against the UnderwritersCertificates.

Appears in 2 contracts

Samples: Underwriting Agreement (Structured Products Corp), Underwriting Agreement (Structured Products Corp)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the NotesCertificates. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this Agreement. If for any reason the purchase of the Notes Certificates by the Underwriters is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 and the respective obligations of the Seller and the Underwriters pursuant to Section 10 shall remain in effect. If for any reason the purchase of the Notes Certificates by the Underwriters is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv) or (v) of Section 8(d)), the Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the NotesCertificates. Nothing contained in this Section 13 shall limit the recourse of the Seller against the Underwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (CNH Capital Receivables LLC), Underwriting Agreement (CNH Capital Receivables LLC)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA Transferor or MCC or any of their officers and each of the Underwriters Underwriter set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller Transferor submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any the Underwriter or of the Seller Transferor or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Class A Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this Agreement. If for any reason the purchase of the Class A Notes by the Underwriters Underwriter is not consummated, the Seller Transferor shall remain responsible for the expenses to be paid or reimbursed by the Seller Transferor pursuant to Section 7 6 and the respective obligations of the Seller Transferor and the Underwriters Underwriter pursuant to Section 10 8 shall remain in effect. If for any reason the purchase of the Class A Notes by the Underwriters Underwriter is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv) or (v) of Section 8(d7(d)), the Seller Transferor will reimburse any the Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Class A Notes. Nothing contained in this Section 13 shall limit the recourse of the Seller against the Underwriters.

Appears in 2 contracts

Samples: Metlife Capital Equipment Loan Trusts, Metlife Capital Equipment Loan Trusts

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this Agreement. If for any reason the purchase of the Notes by the Underwriters is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 6 and the respective obligations of the Seller and the Underwriters pursuant to Section 10 8 shall remain in effect. If for any reason the purchase of the Notes by the Underwriters is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv) or (v) of Section 8(d7(d)), the Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Notes. Nothing contained in this Section 13 11 shall limit the recourse of the Seller against the Underwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (CNH Equipment Trust 2005-A), Underwriting Agreement (CNH Capital Receivables Inc)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Notes. Without limiting the effect of the foregoing sentence, the The provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this Agreement. If for any reason the purchase of the Notes by the Underwriters is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 and the respective obligations of the Seller and the Underwriters pursuant to Section 10 shall remain in effect. If for any reason the purchase of the Notes by the Underwriters is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv) or (v) of Section 8(d)), the Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Notes. Nothing contained in this Section 13 shall limit the recourse of the Seller against the Underwriters.

Appears in 2 contracts

Samples: Underwriting Agreement (CNH Equipment Trust 2006-A), Underwriting Agreement (CNH Capital Receivables LLC)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA Depositor or any of their officers its officers, and each of the Underwriters Underwriter set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller Depositor submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any the Underwriter or of the Seller Depositor or any of their respective representatives, officers or directors or any controlling person, and (iii) will survive delivery of and payment for the Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this AgreementCertificates. If for any reason the purchase of the Notes Certificates by the Underwriters Underwriter is not consummated, the Seller Depositor shall remain responsible for the expenses to be paid or reimbursed by the Seller Depositor pursuant to Section 7 and the respective obligations of the Seller Depositor and the Underwriters Underwriter pursuant to Section 10 9 shall remain in effect. If for any reason the purchase of the Notes Certificates by the Underwriters Underwriter is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv) or and (v) of Section 8(d8(c)), the Seller Depositor will reimburse any the Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the NotesCertificates. Nothing contained in this Section 13 12 shall limit the recourse of the Seller Depositor against the UnderwritersUnderwriter.

Appears in 1 contract

Samples: Citigroup Vehicle Securities Inc

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA or CFSC or any of their officers and each of the Underwriters Underwriter set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller or CFSC submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any the Underwriter or of the Seller or CFSC or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Class B Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this Agreement. If for any reason the purchase of the Class B Notes by the Underwriters Underwriter is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 6 of this Agreement and the respective obligations of the Seller and the Underwriters Underwriter pursuant to Section 10 8 of this Agreement shall remain in effect. If for any reason the purchase of the Class B Notes by the Underwriters Underwriter is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv) or (v) of Section 8(d)7(d) of this Agreement), the Seller will reimburse any the Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Class B Notes. Nothing contained in this Section 13 10 shall limit the recourse of the Seller against the UnderwritersUnderwriter.

Appears in 1 contract

Samples: Caterpillar Financial Asset Trust 2005-A

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Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA or CFSC or any of their officers and each of the Underwriters Underwriter set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any the Underwriter or of the Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Class B Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this Agreement. If for any reason the purchase of the Class B Notes by the Underwriters Underwriter is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 6 and the respective obligations of the Seller and the Underwriters Underwriter pursuant to Section 10 8 shall remain in effect. If for any reason the purchase of the Class B Notes by the Underwriters Underwriter is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv) or (v) of Section 8(d7(d)), the Seller will reimburse any the Underwriter, upon demand, for all reasonable out-out- of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Class B Notes. Nothing contained in this Section 13 10 shall limit the recourse of the Seller against the UnderwritersUnderwriter.

Appears in 1 contract

Samples: Caterpillar Financial Funding Corp

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA or any of their its officers and DCS or its officers and of each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller or of officers of DCS submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof thereof, made by or on behalf of any Underwriter or of the Seller or DCS or any of their respective representatives, officers or directors or any controlling person, and (iii) will survive delivery of and payment for the Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this Agreement. If for any reason the purchase of the Notes by the Underwriters is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 6 hereof and the respective obligations of the Seller and the Underwriters pursuant to Section 10 8 hereof shall remain in effect. If for any reason the purchase of the Notes by the Underwriters is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv), (v) or (vvi) of Section 8(d)7(d) hereof), the Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it such Underwriter in connection with the offering of the Notes. Nothing contained in this Section 13 11 shall limit the recourse of the Seller against the Underwriters.

Appears in 1 contract

Samples: Administration Agreement (Daimlerchrysler Wholesale Receivables LLC)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA Depositor or any of their officers its officers, and each of the Underwriters Underwriter set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller Depositor submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any the Underwriter or of the Seller Depositor or any of their respective representatives, officers or directors or any controlling person, and (iii) will survive delivery of and payment for the Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this AgreementSecurities. If for any reason the purchase of the Notes Securities by the Underwriters Underwriter is not consummated, the Seller Depositor shall remain responsible for the expenses to be paid or reimbursed by the Seller Depositor pursuant to Section 7 and the respective obligations of the Seller Depositor and the Underwriters Underwriter pursuant to Section 10 9 shall remain in effect. If for any reason the purchase of the Notes Securities by the Underwriters Underwriter is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv) or and (v) of Section 8(d8(c)), the Seller Depositor will reimburse any the Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the NotesSecurities. Nothing contained in this Section 13 12 shall limit the recourse of the Seller Depositor against the UnderwritersUnderwriter.

Appears in 1 contract

Samples: Citigroup Vehicle Securities Inc

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA or any of their its officers and each of the Underwriters Underwriter set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof thereof, made by or on behalf of any Underwriter or of the Underwriter, the Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) will survive delivery of and payment for the Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this AgreementCertificates. If for any reason the purchase of the Notes Certificates by the Underwriters Underwriter is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 5 and the respective obligations of the Seller and the Underwriters Underwriter pursuant to Section 10 7 shall remain in effect. If for any reason the purchase of the Notes Certificates by the Underwriters Underwriter is not consummated (other than because of a failure to satisfy the conditions set forth in items (iiiii), (ivv) or and (vvi) of Section 8(d6(d)), the Seller will reimburse any Underwriter, upon demand, the Underwriter for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Notes. Nothing contained in this Section 13 shall limit the recourse of the Seller against the UnderwritersCertificates.

Appears in 1 contract

Samples: Signet Student Loan Trusts

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA CNHICA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Underwritten Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this Agreement. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 and the respective obligations of the Seller and the Underwriters 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 because of a failure to satisfy the conditions set forth in items (ii), (iv) or (v) of Section 8(d)), the Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Underwritten Notes. Nothing contained in this Section 13 shall limit the recourse of the Seller against the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (CNH Equipment Trust 2017-B)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the NotesCertificates. Without limiting the effect of the foregoing sentence, the The provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this Agreement. If for any reason the purchase of the Notes Certificates by the Underwriters is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 and the respective obligations of the Seller and the Underwriters pursuant to Section 10 shall remain in effect. If for any reason the purchase of the Notes Certificates by the Underwriters is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv) or (v) of Section 8(d)), the Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the NotesCertificates. Nothing contained in this Section 13 shall limit the recourse of the Seller against the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (CNH Capital Receivables LLC)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA or any of their its officers and each DCS or its officers and of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller or of officers of DCS submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof thereof, made by or on behalf of any Underwriter the Underwriters or of the Seller or DCS or any of their respective representatives, officers or directors or any controlling person, and (iii) will survive delivery of and payment for the Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this Agreement. If for any reason the purchase of the Notes by the Underwriters is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 6 and the respective obligations of the Seller and the Underwriters pursuant to Section 10 8 shall remain in effect. If for any reason the purchase of the Notes by the Underwriters is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iii), (iv) or (v) of Section 8(d7(d)), the Seller will reimburse any Underwriterthe Underwriters, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it the Underwriters in connection with the offering of the Notes. Nothing contained in this Section 13 11 shall limit the recourse of the Seller against the UnderwritersUnderwriter.

Appears in 1 contract

Samples: Terms Agreement (Carco Auto Loan Master Trust)

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and CNHCA or any of their officers and each of the Underwriters set forth in or made pursuant to this Agreement or contained in certificates of officers of the Seller submitted pursuant hereto shall remain operative and in full force and effect, regardless of (i) any termination of this Agreement, (ii) any investigation or statement as to the results thereof made by or on behalf of any Underwriter or of the Seller or any of their respective representatives, officers or directors or any controlling person, and (iii) delivery of and payment for the Notes. Without limiting the effect of the foregoing sentence, the provisions of Section 5(b)(iii), Section 10 and Section 14 of this Agreement shall survive the termination of this AgreementCertificates. If for any reason the purchase of the Notes Certificates by the Underwriters is not consummated, the Seller shall remain responsible for the expenses to be paid or reimbursed by the Seller pursuant to Section 7 6 and the respective obligations of the Seller and the Underwriters pursuant to Section 10 8 shall remain in effect. If for any reason the purchase of the Notes Certificates by the Underwriters is not consummated (other than because of a failure to satisfy the conditions set forth in items (ii), (iv) or (v) of Section 8(d7(d)), the Seller will reimburse any Underwriter, upon demand, for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the NotesCertificates. Nothing contained in this Section 13 11 shall limit the recourse of the Seller against the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (CNH Capital Receivables Inc)

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