Obligations of the Sellers. The obligations and liability of each of the Sellers under this Agreement are several, and no Seller shall be responsible for the obligations of any other Seller under this Agreement. Each representation, warranty, indemnity and covenant made by one Seller under the Agreement is made by, or on behalf of, and with respect to, that Seller only and not any other Seller.
Obligations of the Sellers. When references are made in this Agreement to certain Sellers causing other Affiliate(s) to undertake (or to not undertake) certain actions, or agreements are being made on behalf of certain other Affiliates, “Sellers” for purposes of such clause shall be deemed to mean, respectively, NNI (in the case of a U.S. Debtor) and NNL (in the case of a Canadian Debtor) and Affiliates of any Sellers shall in no event include any EMEA Debtors or their respective Subsidiaries.
Obligations of the Sellers. Each Seller agrees with the Underwriter, for the sole and exclusive benefit of the Underwriter, the Underwriters’ officers and directors and each person controlling the Underwriter within the meaning of the Act, and not for the benefit of any assignee thereof or any other person or persons dealing with such Underwriter as follows: in consideration of and as an inducement to their agreement to purchase the Certificates from the Depositor, to indemnify and hold harmless the Underwriter against any failure by the Depositor to perform its obligations to the Underwriter hereunder, including, without limitation, any failure by the Depositor to honor any obligation to the Underwriter pursuant to Section 8 hereof. In the case of any claim against any Seller by the Underwriter, any officer or director of the Underwriter or any person controlling the Underwriter, it shall not be necessary for such claimant to first pursue any remedy from or exhaust any procedures against the Depositor. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between the Depositor and the Underwriter, in accordance with its terms. Very truly yours, NYMT SECURITIES CORPORATION, as Depositor By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: COO The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Authorized Signatory Signature Page One to NYMT 2006-1 Underwriting Agreement Agreed to as to Section 3 and Section 18: THE NEW YORK MORTGAGE COMPANY, LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary Schedule I FORM OF PRICING SUPPLEMENT NYMT SECURITIES CORPORATION NEW YORK MORTGAGE TRUST 2006-1 MORTGAGE-BACKED CERTIFICATES, SERIES 2006-1 SUMMARY OF TERMS [ ], 200[ ] Reference is hereby made to that certain Underwriting Agreement, dated March [ ], 2006 (the “Underwriting Agreement”), by and among NYMT Securities Corporation, X.X. Xxxxxx Securities Inc.. The terms and conditions of this pricing supplement are deemed to be incorporated by reference into the Underwriting Agreement as if such terms and conditions were originally described in the Underwriting Agreement. Capitalized terms used herein and not otherwise defined have the meanings assigned in the Underwriting Agreement. By execution and delivery hereof, the parties hereto acknowledge tha...
Obligations of the Sellers. From and after the Closing, each Seller, jointly and severally, agrees to indemnify, defend and hold harmless the Purchaser, its affiliates (including after the Closing, each SMR Company), and their successors and assigns, and the officers, directors, employees and agents of the Purchaser, its affiliates and their successors and assigns (each a "Purchaser Indemnified Party") from and against any and all Losses which any Purchaser Indemnified Party may suffer, incur or sustain arising out of, attributable to, or resulting from: (a) any breach or nonperformance of any of the covenants or other agreements made by such Seller in Article V of this Agreement and (b) any inaccuracy in or breach of any of the representations or warranties of such Seller contained in Article III of this Agreement; (c) (i) any solid, liquid or gaseous materials from manufacturing operations which on or prior to the Closing Date were present at, on or under, or migrated or transported to or from the SMR Properties (or any property formerly owned or used by any SMR Company or the Business) in violation of Environmental Law, (ii) any noncompliance with or violation of any applicable Environmental Law or Environmental Permit occurring on or prior to the Closing Date, and (iii) the environmental matters set forth on Schedule 11.2(c) hereof (provided that the Purchaser Indemnified Parties first exhaust all available remedies against the former owner identified on such Schedule 11.2(c) before proceeding against Sellers in respect of Section 11.2(c)(i), (ii) or (iii)); provided, however, that no such indemnification shall be required under this clause(c) unless (i) a written notice or claim shall have been received by a Purchaser Indemnified Party from a Governmental Body or third party and not resulting from any actions taken by the Purchaser Indemnified Parties other than Phase II and other environmental testing as advised by the Purchaser's environmental consultants and any reporting obligations to any Governmental Body resulting therefrom and the Seller shall have received notice of such written notice or claim on or prior to the second anniversary of the Closing Date, and provided, further, that the Sellers shall have the right, but not the obligation to control and manage any required remedial action and shall only be responsible to the extent necessary to meet the least stringent, most cost effective standard required by applicable Environmental Laws and consistent with the SMR Prope...
Obligations of the Sellers. Each of the Sellers agrees to cause the Company to perform each of its covenants and agreements contained in this Agreement and the Ancillary Documents to be performed prior to or at the Effective Time, and to be responsible for any breach by the Company thereof.
Obligations of the Sellers. The obligations, liability and indemnification of each of the Seller and the Servicer under this Agreement are joint and several.
Obligations of the Sellers. At or prior to the Closing, the Sellers shall deliver to the Buyers, in each case, in form and substance satisfactory to the Buyers:
Obligations of the Sellers. When references are made in this Agreement to certain Sellers causing other Sellers or other Affiliate(s) to undertake (or to not undertake) certain actions, or agreements are being made on behalf of certain other Sellers or other Affiliates, “Sellers” for purposes of such clause shall be deemed to mean, respectively, NNI (in the case of a U.S. Debtor) and NNL (in the case of a Canadian Debtor other than NNC and a Non-Debtor Seller). [Remainder of this page intentionally left blank. Signature page follows.]
Obligations of the Sellers. Except as contemplated by this Agreement, all debts and other obligations owed or required to be performed by the Sellers and their affiliates (or any business entity owned or controlled by the Sellers or their affiliates) with respect to the Company shall have been paid or discharged in full and performed on or before the Closing Date. All agreements between the Company and the Sellers and their affiliates shall have terminated on or before the Closing Date at no cost to the Company.
Obligations of the Sellers. From and after the Closing Date, the Sellers hereby agree to indemnify, defend and hold harmless WRF and its employees, officers, partners and other Affiliates from and against any and all Losses (other than Losses related to Taxes, which shall be subject to the provisions of Article VIII of this Agreement) which any of them may suffer, incur or sustain arising out of, or attributable to, or resulting from (a) any inaccuracy in or breach or nonperformance of any of the representations or warranties of the Sellers, or any covenant or agreement of the Sellers, made in or pursuant to this Agreement or any Related Agreement, (b) any Legend Company acting or having acted as investment manager or investment adviser to any investment company that is or was required to be registered under the Investment Company Act and is not or was not so registered or exempted from such registration requirements pursuant to Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act or (c) the actions or circumstances set forth on Schedules 3.15(g) and 3.15(h) to this Agreement. Each Seller shall be solely and fully responsible, subject to the limitations set forth in Section 7.7, for any Loss arising out of, attributable to or resulting from any inaccuracy in or breach of nonperformance of any representation or warranty or covenant or agreement made solely by such Seller, it being understood and agreed that any representation, warranty, covenant or agreement made by "such Seller" or by a Seller by name shall be considered to be made solely by each Seller with respect to himself or solely by the named Seller. With respect to any other Loss for which the Sellers are responsible hereunder, Xxxxxx X. Xxxxxxx shall, subject to the limitation set forth in Section 7.7, be jointly and severally liable for each such Loss and each other Seller shall, subject to the limitations set forth in Section 7.7, be severally liable for each such loss pro rata in proportion to such Seller's Purchase Price Percentage.
