Undertakings; Payment of Damages Sample Clauses

Undertakings; Payment of Damages. The Parent hereby irrevocably and unconditionally agrees and guarantees for the benefit of the Purchaser, the Program Agent and each Indemnified Party to cause the Seller, the Transferor, the Shareholder Servicer, the Distributor (as Distributor, Principal Shareholder Servicer and Servicer) and each other Federated Entity to perform and punctually and completely carry out each and every agreement, covenant and undertaking of the Seller, the Transferor, the Shareholder Servicer, the Distributor (as Distributor, Principal Shareholder Servicer and Servicer) and each other Federated Entity under this Agreement and each other Program Document in accordance with the terms hereof and thereof, notwithstanding that the Seller, the Transferor, the Shareholder Servicer, the Distributor (as Distributor, Principal Shareholder Servicer or Servicer), or any other Federated Entity fails to fully perform any such agreements, covenants and undertakings for any reason, including liquidation, insolvency, dissolution, receivership, bankruptcy, assignment for the benefit of creditors, reorganization, composition, adjustment, legal limitations, court order, disability, incapacity, invalidity, unenforceability, defense, offset or counterclaim.
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Undertakings; Payment of Damages. The Seller hereby irrevocably and unconditionally agrees for the benefit of (i) the Purchaser and the Program Agent, and (ii) in respect of the obligations of the Distributor, the Transfer Agent and the Advisor under the Facility Documents to cause the Distributor and the Transfer Agent to perform and punctually and completely carry out each and every covenant of the Distributor, the Advisor and the Transfer Agent under this Agreement, the Transfer Agreement, the Servicing Agreement and each other Facility Document in accordance with the terms thereof.
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Undertakings; Payment of Damages. The Parent hereby irrevocably and unconditionally agrees and guarantees for the benefit of the Purchaser, the Program Administrator, and each Indemnified Party to cause the Advisor, the Distributor (as Distributor and Program Servicer Agent) and each other Sponsor Entity to perform and punctually and completely carry out each and every agreement, covenant or undertaking of the Advisor, the Distributor (as Distributor and Program Servicer Agent) and each other Sponsor Entity under this Agreement and each other Program Document in accordance with the terms thereof, notwithstanding that the Advisor, the Distributor (as Distributor or Program Servicer Agent), or other Sponsor Entity fails to fully perform any such agreements, covenants and undertakings for any reason, including liquidation, insolvency, dissolution, receivership, bankruptcy, assignment for the benefit of creditors, reorganization, composition, adjustment, legal limitations, court order, disability, incapacity, invalidity, unenforceability, defense, offset or counterclaim.
Sample 1
Undertakings; Payment of Damages. The Parent hereby -------------------------------- irrevocably and unconditionally agrees and guarantees for the benefit of each Purchaser, the Program Administrator, the Indenture Trustee and each Indemnified Party to cause the Seller, the Transferor, the Shareholder Servicer, the Distributor (as Distributor, Principal Shareholder Servicer and Program Servicer Agent) and each other Federated Entity to perform and punctually and completely carry out each and every agreement, covenant or undertaking of the Seller, the Transferor, the Shareholder Servicer, the Distributor (as Distributor, Principal Shareholder Servicer and Program Servicer Agent) and each other Federated Entity under this Agreement and each other Program Document in accordance with the terms thereof, notwithstanding that the Seller, the Transferor, the Shareholder Servicer, the Distributor (as Distributor, Principal Shareholder Servicer or Program Servicer Agent), or other Federated Entity fails to fully perform any such agreements, covenants and undertakings for any reason, including liquidation, insolvency, dissolution, receivership, bankruptcy, assignment for the benefit of creditors, reorganization, composition, adjustment, legal limitations, court order, disability, incapacity, invalidity, unenforceability, defense, offset or counterclaim. Each of the Parent, the Distributor and the Transferor further covenants and agrees that it shall, and the Parent shall cause Federated Investors Inc., a Pennsylvania corporation, and FII Holdings Inc., a Delaware corporation, to, (i) comply at all times with items 1, 2, 4 through 7, 11, 12, 14 and 15 of the Bankruptcy Remote Covenants in all respects, (ii) not commingle assets with Seller and (iii) maintain an arm's- length relationship with Seller, (iv) note the separate legal existence and financial condition of the Seller in any consolidated financial statements which include the Seller and (v) maintain adequate capital in light of its contemplated business operation.
Sample 1

Related to Undertakings; Payment of Damages

  • Payment of Damages The indemnification required hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or loss, liability, claim, damage or expense is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an indemnifying party by reason of the provisions of this Agreement, the amount shall be reduced by all tax benefits and other reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Damages.

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Acquired Companies, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER Seller will indemnify and hold harmless Buyer, the Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • Payment of Indemnification Obligation 40 9.6 Survival of Representations; Claims for Indemnification...........................................40 9.7 Indemnification Representative....................................................................41 X. Post-Closing Agreements................................................................................41 10.1

  • Mitigation of Damages Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise after the termination of his employment hereunder.

  • Indemnity Obligations Notwithstanding anything to the contrary in this Agreement:

  • Indemnification Obligation The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

  • Indemnification Obligations of Seller Seller shall defend, indemnify, save and keep harmless Purchaser and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:

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