By the Transferee Sample Clauses

By the Transferee. The Transferee shall indemnify and hold harmless the Transferor from and against all Losses incurred by the Transferor in connection with each and all of the following:
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By the Transferee. Subject to Section 18.6 hereof, the Transferee shall indemnify and save and hold harmless each of the Contributors, the Contributing Partners and their respective directors, officers, employees, agents, attorneys, representatives and affiliates from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to: (i) the inaccuracy of any representation made by, or the failure to comply with any covenant or agreement of, the Transferee in Sections 6.1, 8.7 or 8.8 of this Agreement or in any other provision of this Agreement that survives the Closing; or (ii) net adjustments made pursuant to Article 10 hereof that result in a credit to the TCR Parties to the extent that the amount thereof could not or was not determined pursuant to such Article 10 prior to or as of the end of the periods described on Section 10.6, as applicable. This indemnification shall survive for the Survival Period.
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By the Transferee. Transferee shall indemnify and ----------------- save and hold harmless each of the Contributors, the Contributing Partners and their respective directors, officers, employees, agents, representatives and affiliates (each of which is a "TCR INDEMNIFIED PARTY") from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (a) the inaccuracy of any representation made by, or the failure to comply with any agreement of, Transferee in Section 7.10 of this Agreement or in ------------ any other provision of this Agreement that survives the Closing, or (b) any untrue statement of a material fact contained in the Information Statement or omission to state any material fact in the Information Statement 37 required to be stated in the Information Statement with respect to the Company, the Operating Company or the Equity Securities or necessary in order to make the statements in the Information Statement with respect to the Company, the Operating Company or the Equity Securities, in light of the circumstances under which they were made, not misleading.
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By the Transferee. The Transferee shall indemnify and hold harmless the Transferor and Issuer, its stockholders, members, managers, directors, officers, employee and agents (the “Transferor Indemnitees”) from and against all Losses actually incurred by the Transferor Indemnitees in connection with each and all of the following:
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By the Transferee. Transferee shall indemnify and save and hold harmless each of the Property Partnerships, the Contributing Partners and their respective directors, officers, employees, agents, representatives and affiliates (each of which is a "TCR INDEMNIFIED PARTY") from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to (a) the inaccuracy of any representation made by, or the failure to comply with any covenant or agreement of, the Transferee in Sections 7.8 or 7.9 of this Agreement or in any other provision of this Agreement that survives the Closing or (b) any Liability of the Property Partnerships incurred after the applicable Closing.
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By the Transferee. From and after and by virtue of the Closing, subject to the provisions of this Article IX, the Transferee agrees to indemnify, defend and hold harmless the Transferring Entities (the “Transferor Indemnified Parties”) from and against all Losses incurred, suffered, or sustained by the Transferor Indemnified Parties, or any of them to the extent directly or indirectly resulting from or arising out of, or relating to any of the following:
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Related to By the Transferee

  • Acceptance by the Transferee The Transferee agrees to comply with all covenants and restrictions applicable to a Holder of the 2019-1 SUBI Certificate and the interest in the 2019-1 SUBI represented thereby, whether set forth in the 2019-1 SUBI Certificate, in the SUBI Trust Agreement or otherwise, and assumes all obligations and liabilities, if any, associated therewith.

  • The Transferor 5.1 warrants to the Transferee that it has full power to enter into this Transfer Certificate and has taken all corporate action necessary to authorise it to do so;

  • Transferee 3 Transfer Date (not earlier that the fifth Business Day after the date of delivery of the Transfer Certificate to the Agent):

  • Details of the transfer The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses. Clause 3

  • Permitted Transferee 25 Person ......................................................................................25

  • Transferor Signed, sealed and delivered by ) by Xxxx Xx ) for and on behalf of ) the Transferor pursuant to the Power of Attorney ) In the presence of ) ) Name: Witness ) Signature: TRANSFEREE Signed, sealed and delivered by ) by Coinllectibles Private Limited ) In the presence of ) ) Name: Xx Xxx Xxxx Witness ) Signature: SCHEDULE

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

  • Servicing Transfer In the event that a successor Master Servicer is appointed pursuant to the Pooling and Servicing Agreement, from and after the effective date of such transfer of servicing, the successor Master Servicer appointed pursuant to the Pooling and Servicing Agreement, and not the former Master Servicer, shall (a) be responsible for the performance of all servicing functions to be performed from and after such date, (b) agree to be bound by the terms, covenants and conditions contained herein applicable to the Master Servicer and be subject to the duties and obligations of the Master Servicer hereunder, and (c) agree to indemnify and hold harmless the Credit Enhancement Provider from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever which the Credit Enhancement Provider may incur (or which may be claimed against the Credit Enhancement Provider) by reason of the gross negligence or willful misconduct of the successor Master Servicer in exercising its powers and carrying out its obligations under the Pooling and Servicing Agreement and the Series Supplement. Such transfer of servicing shall not affect any rights or obligations of the former Master Servicer under this Agreement that arose prior to the effective date of the transfer of servicing, except that such former Master Servicer shall have no obligation to indemnify the Credit Enhancement Provider as a result of any act or failure to act of any successor Master Servicer in the performance of the servicing functions.

  • Exchange, Transfer or Assignment of Warrant This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.

  • No Transfer or Assignment No rights under this Award shall be assignable or transferable by the Grantee, except to the extent expressly permitted by the Plan.

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