FMC Sample Clauses

FMC. FMC or the applicable Purchaser Trust, as the case may be, shall indemnify and hold harmless Program Lender and any officer, director, or employee or agent of Program Lender (herein collectively referred to as “Indemnified Persons”) against any and all liabilities, losses, cost, damages, and expenses, including, without limitation, attorneys’ fees and legal expenses and sums paid, liabilities incurred or expenses paid or incurred in connection with settling claims or judgments or obtaining or attempting to obtain release from liability, which such Indemnified Person may sustain or incur by reason of any breach of any representation, warranty or covenant of FMC or the applicable Purchaser Trust, as the case may be, contained herein. This section shall survive termination of this Agreement.
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FMC. Servicer shall provide FMC with web-based, view-only Account access, which shall include the ability to view loan servicing screens including but not limited to Borrower information, Account history and due diligence records. Individual FMC users shall obtain remote access within five (5) Business Days of receipt of notice from FMC that such individual requires remote access.
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FMC. FMC hereby agrees that it shall be responsible for, indemnify, hold harmless and defend BioProgress and its Affiliates, and their respective directors, officers and employees, and their respective heirs, successors and assigns (collectively, the “BioProgress Indemnitees”) from and against any and all Losses suffered or incurred by any BioProgress Indemnitee arising out of, relating to, resulting from or in connection with (a) any third party claims arising out of or relating to the breach of any representation or warranty made by FMC herein, (b) any third party claims arising out of or relating to the default by FMC in the performance or observance of any of its obligations to be performed or observed under the NRobe™ Agreements, and (c) any claim or action which BioProgress is made a party at the request of FMC under this Agreement (including without limitation pursuant to Article 8.1 above, but not including any such claims or actions arising in relation to Product Liability which shall be dealt with solely in accordance with Article 8.2 above).
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FMC. (i) At the Effective Time, the FMC Certificate in effect immediately prior to the Effective Time shall be and remain the Certificate of Incorporation of the Surviving Corporation, until otherwise thereafter amended as provided therein or by the DGCL, except for the following amendments, which shall become effective in connection with and as part of the Merger: the first paragraph of Article FOURTH shall be amended and restated in its entirety as follows and a new Article TWELFTH shall be added thereto:
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FMC. An agreement by FMC in favor of the Seller and the Shareholder agreeing to be bound by Section 2.9 hereof and terminating the Existing Agreements effective as of the Closing, in form and substance reasonably satisfactory to the Seller.
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Related to FMC

  • EMC On the Closing Date, EMC will receive from the Seller a payment of $5,000.

  • Sponsor The Sponsor is authorized to prepare, or cause to be prepared, execute and deliver on behalf of the Trust, any such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents. Upon written request, the Owner Trustee shall execute and deliver to the Sponsor a limited power of attorney appointing the Sponsor as the Trust’s agent and attorney-in-fact to prepare, or cause to be prepared, execute and deliver any such documents, reports, filings, instruments, certificates and opinions.

  • Subservicer Any Person with whom the Master Servicer has entered into a Subservicing Agreement and who generally satisfied the requirements set forth in the Program Guide in respect of the qualification of a Subservicer as of the date of its approval as a Subservicer by the Master Servicer.

  • Servicer and Backup Servicer Not to Resign Subject to the provisions of Section 8.4, neither the Servicer nor the Backup Servicer shall resign from the obligations and duties imposed on it by this Agreement as Servicer or Backup Servicer except upon a determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would have a material adverse effect on the Servicer or the Backup Servicer, as the case may be, if the Majority Noteholders do not elect to waive the obligations of the Servicer or the Backup Servicer, as the case may be, to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Servicer or Backup Servicer shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Trust Collateral Agent and the Owner Trustee. No resignation of the Servicer shall become effective until the Backup Servicer or an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Servicer. No resignation of the Backup Servicer shall become effective until an entity acceptable to the Majority Noteholders shall have assumed the responsibilities and obligations of the Backup Servicer; provided, however, that (i) in the event a successor Backup Servicer is not appointed within 60 days after the Backup Servicer has given notice of its resignation and has provided the Opinion of Counsel required by this Section, the Backup Servicer may petition a court for its removal, (ii) the Backup Servicer may resign with the written consent of the Majority Noteholders and (iii) if Xxxxx Fargo Bank, National Association resigns as Trustee under the Indenture, it will no longer be the Backup Servicer.

  • Remittance Processing Services In order to provide a means of collection of the Receivables which will allow the Trustee to receive the proceeds of the Receivables and related security without AmeriCredit or its Affiliates having access to the funds, the parties hereto agree for the benefit of the Trustee that the processing services (the “Service(s)”) of Processor will be used for the collection and the deposit of remittances related to the Receivables and related security.

  • Asset Representations Reviewer Representative The Asset Representations Reviewer will designate one or more representatives who will be available to the Issuer and the Servicer during the performance of an Asset Review.

  • Engagement of Asset Representations Reviewer Servicer shall, at all times while any publicly-offered Series of Notes is Outstanding under the Indenture, ensure that an Asset Representations Reviewer has been engaged by Servicer and appointed by Issuer and if the Asset Representations Reviewer gives notice of its intent to resign or Servicer terminates the Asset Representation Reviewer pursuant to the terms of the Asset Representations Review Agreement or if a vacancy exists in the office of Asset Representations Reviewer for any reason (the Asset Representations Reviewer in such event being referred to herein as the retiring Asset Representations Reviewer), Servicer shall promptly appoint and designate a successor Asset Representations Reviewer in accordance with the provisions of the Asset Representations Review Agreement.

  • Designation of the Backup Servicer The backup servicing role with respect to the Collateral shall be conducted by the Person designated as Backup Servicer under the Backup Servicing Agreement, which shall be Xxxxx Fargo.

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