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 or its officers and of the several 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 any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Seller or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. 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 5 and the respective obligations of the Seller and the Underwriters pursuant to Section 7 shall remain in effect. If for any reason the purchase of the Notes by the Underwriters is not consummated (other than pursuant to Section 9), the Seller will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller Depositor or any of its officers and of the several 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 any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Seller Underwriter or of the Depositor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesCertificates. 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 5 6 and the respective obligations of the Seller Depositor and the Underwriters Underwriter pursuant to Section 7 8 shall remain in effect. If for any reason the purchase of the Notes Certificates by the Underwriters Underwriter is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in items (ii), (iii) and (iv) of Section 97(d)), the Seller Depositor will reimburse the Underwriters Underwriter, upon demand, for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the NotesCertificates.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller or its officers and of the several 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 any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Seller or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesCertificates. 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 5 and the respective obligations of the Seller and the Underwriters pursuant to Section 7 shall remain in effect. If for any reason the purchase of the Notes Certificates by the Underwriters is not consummated (other than pursuant to Section 9), the Seller will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesCertificates.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller Depositor or its officers the Company or any of their officers, and each of the several Underwriters 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 any investigation or statement as to the results thereof, thereof made by or on behalf of any Underwriter, Underwriter or the Seller Depositor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Seller Depositor shall remain responsible for the expenses to be paid or reimbursed by the Seller Depositor pursuant to Section 5 8 and the respective obligations of the Seller Depositor and the Underwriters pursuant to Section 7 10 shall remain in effect. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in items (ii), (iv), (v) and (vi) of Section 99(c)), the Seller Depositor will reimburse the Underwriters any Underwriter, upon demand, for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Offered Notes. Nothing contained in this Section 13 shall limit the recourse of the Depositor against the Underwriters.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller or its officers the Company or any of their officers, and each of the several 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 any investigation or statement as to the results thereof, thereof made by or on behalf of any Underwriter, Underwriter or the Seller or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesCertificates. 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 5 6 and the respective obligations of the Seller and the Underwriters pursuant to Section 7 8 shall remain in effect. If for any reason the purchase of the Notes Certificates by the Underwriters is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in items (ii), (iv) and (v) of Section 97(d)), the Seller will reimburse the Underwriters any Underwriter, upon demand, for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the NotesCertificates. Nothing contained in this Section 11 shall limit the recourse of the Seller against the Underwriters.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller or its officers the Company or any of their officers, and each of the several 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 any investigation or statement as to the results thereof, thereof made by or on behalf of any Underwriter, Underwriter or the Seller or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesCertificates. 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 5 6 and the respective obligations of the Seller and the Underwriters pursuant to Section 7 8 shall remain in effect. If for any reason the purchase of the Notes Certificates by the Underwriters is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in items (ii), (iv) and (v) of Section 97(c)), the Seller will reimburse the Underwriters any Underwriter, upon demand, for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the NotesCertificates. Nothing contained in this Section 11 shall limit the recourse of the Seller against the Underwriters.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller Depositor or its officers the Company or any of their officers, and each of the several Underwriters 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 any investigation or statement as to the results thereof, thereof made by or on behalf of any Underwriter, Underwriter or the Seller Depositor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Seller Depositor shall remain responsible for the expenses to be paid or reimbursed by the Seller Depositor pursuant to Section 5 8 and the respective obligations of the Seller Depositor and the Underwriters pursuant to Section 7 10 shall remain in effect. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in items (ii), (iii), (iv) and (v) of Section 99(c)), the Seller Depositor will reimburse the Underwriters any Underwriter, upon demand, for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Offered Notes. Nothing contained in this Section 13 shall limit the recourse of the Depositor against the Underwriters.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller or its officers and of the several Underwriters set forth in or made pursuant to this the Underwriting Agreement or contained in certificates of officers of the Seller submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Seller or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesCertificates. 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 5 5(m) and the respective obligations of the Seller and the Underwriters pursuant to Section 7 shall remain in effect. If for any reason the purchase of the Notes Certificates by the Underwriters is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in items (iii), (v) and (vi) of Section 96(d)), the Seller will reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesCertificates.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller or its officers and of the several Underwriters set forth in or made pursuant to this Underwriting Agreement or contained in certificates of officers of the Seller submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of any Underwriterthe Underwriters, the Seller or any of their respective representativesUnderwriters, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. 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 5 5(k) and the respective obligations of the Seller and the Underwriters pursuant to Section 7 shall remain in effect. If for any reason the purchase of the Notes by the Underwriters is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in items (iv), (v), (vi) and (vii) of Section 96(c)), the Seller will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Notes.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller or its officers and of the several 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 any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Seller or any of their respective representatives, officers or directors or any controlling personPerson, and will survive delivery of and payment for the Notes. 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 5 hereof and the respective obligations of the Seller and the Underwriters pursuant to Section 7 hereof shall remain in effect. If for any reason the purchase of the Notes by the Underwriters is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in items (iii), (v) and (vi) of Section 96(d) hereof), the Seller will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller Depositor or its officers and of the several Underwriters 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 any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Seller Depositor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesCertificates. If for any reason the purchase of the Notes Certificates by the Underwriters is not consummated, the Seller Depositor shall remain responsible for the expenses to be paid or reimbursed by the Seller Depositor pursuant to Section 5 5(m) hereof and the respective obligations of the Seller Depositor and the Underwriters pursuant to Section 7 8 shall remain in effect. If for any reason the purchase of the Notes Certificates by the Underwriters is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in clauses (iii), (v) or (vi) of Section 96(c) or Section 6(k)), the Seller Depositor will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesCertificates.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller or its officers and of the several 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 any investigation or statement as to the results thereof, made by or on behalf of any the Underwriter, the Seller or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If for any reason the purchase of the Notes by the Underwriters Underwriter is not consummated, the Seller Representative shall remain responsible for the expenses to be paid or reimbursed by the Seller Representative pursuant to Section 5 5(l) and the respective obligations of the Seller Seller, the Representative and the Underwriters Underwriter pursuant to Section 7 shall remain in effect. If for any reason the purchase of the Notes by the Underwriters Underwriter is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in items (i)(y), (ii)(y), (iii), (v) and (vi) of Section 96(c)), the Seller Representative will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Notes.

Survival of Representations and Obligations. The respective ------------------------------------------- indemnities, agreements, representations, warranties and other statements of the Seller or its officers and of the several 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 any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Seller or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesCertificates. 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 5 and the respective obligations of the Seller and the Underwriters pursuant to Section 7 shall remain in effect. If for any reason the purchase of the Notes Certificates by the Underwriters is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in items (iii), (v) and (vi) of Section 96(d)), the Seller will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesCertificates.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller Depositor or any of its officers and of the several 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 any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Seller Underwriter or of the Depositor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If for any reason the purchase of the Notes 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 5 6 and the respective obligations of the Seller Depositor and the Underwriters Underwriter pursuant to Section 7 section 8 shall remain in effect. If for any reason the purchase of the Notes by the Underwriters Underwriter is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in items (ii), (iii) and (iv) of Section 97(d)), the Seller Depositor will reimburse the Underwriters Underwriter, upon demand, for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Notes.

Survival of Representations and Obligations. The respective ------------------------------------------- indemnities, agreements, representations, warranties and other statements of the Seller or its officers and of the several 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 any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Seller or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. 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 5 and the respective obligations of the Seller and the Underwriters pursuant to Section 7 shall remain in effect. If for any reason the purchase of the Notes by the Underwriters is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in items (iii), (v) and (vi) of Section 96(d)), the Seller will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller or its officers and of the several 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 any investigation or statement as to the results thereof, made by or on behalf of any Underwriterthe Underwriters, the Seller or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. 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 5 5(l) and the respective obligations of the Seller, the Seller and the Underwriters pursuant to Section 7 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 (iii), (v) and (vi) of Section 6(c) or a default by the Underwriters pursuant to Section 9)8), the Seller will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Notes.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller Depositor or its officers and of the several Underwriters 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 any investigation or statement as to the results thereof, made by or on behalf of any Underwriterthe Underwriters, the Seller Depositor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If for any reason the purchase of the Notes by the Underwriters is not consummated, the Seller Depositor shall remain responsible for the expenses to be paid or reimbursed by the Seller Depositor pursuant to Section 5 5(k) and the respective obligations of the Seller Depositor, the Depositor and the Underwriters pursuant to Section 7 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 (iii), (v) and (vi) of Section 6(c) or a default by the Underwriters pursuant to Section 9)8), the Seller Depositor will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Notes.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller or its officers the Company or any of their officers, and each of the several 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 any investigation or statement as to the results thereof, thereof made by or on behalf of any Underwriter, Underwriter or the Seller or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. 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 5 7 and the respective obligations of the Seller and the Underwriters pursuant to Section 7 9 shall remain in effect. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in items (ii), (iv), (v) and (vi) of Section 98(c)), the Seller will reimburse the Underwriters any Underwriter, upon demand, for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Offered Notes. Nothing contained in this Section 12 shall limit the recourse of the Seller against the Underwriters.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller or its officers and of the several 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 any investigation or statement as to the results thereof, made by or on behalf of any Underwriterthe Underwriters, the Seller or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. 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 5 5(k) and the respective obligations of the Seller, the Seller and the Underwriters pursuant to Section 7 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 (iii), (v) and (vi) of Section 6(c) or a default by the Underwriters pursuant to Section 9)8), the Seller will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Notes.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller or its officers and of the several 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 any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Seller or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. 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 5 and the respective obligations of the Seller and the Underwriters pursuant to Section 7 shall remain in effect. If for any reason the purchase of the Notes by the Underwriters is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in items (iii), (v) and (vi) of Section 96(d)), the Seller will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller Depositor or its officers and of the several Underwriters 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 any investigation or statement as to the results thereof, made by or on behalf of any Underwriterthe Underwriters, the Seller Depositor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesCertificates. If for any reason the purchase of the Notes Certificates by the Underwriters is not consummated, the Seller Depositor shall remain responsible for the expenses to be paid or reimbursed by the Seller Sponsor pursuant to Section 5 5(l) and the respective obligations of the Seller Depositor, the Sponsor and the Underwriters pursuant to Section 7 shall remain in effect. If for any reason the purchase of the Notes Certificates by the Underwriters is not consummated (other than pursuant because of a failure to satisfy the conditions set forth in items (iii), (v) and (vi) of Section 96(b)), the Seller Depositor will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesCertificates.