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. 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. 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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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. 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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Related to By the Transferee

  • By the Purchaser The Purchaser hereby represents and warrants to the Company as follows:

  • 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):

  • Permitted Transferee 26 Person ......................................................................................26

  • Transferor By: --------------------------------- Name: Title: EXHIBIT M FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE _____________, 20__ Financial Asset Securities Corp. Deutsche Bank National Trust Company 600 Xxxxxxxxx Xxxx 1000 Xxxx Xx. Xxxxxx Xxxxx Greenwich, Connecticut 06830 Sxxxx Xxx, Xxxxxxxxxx 00000-0000 Re: Soundview Home Loan Trust 2003-1, Asset-Backed Certificates Series 2003-1 --------------------------------------- Dear Sirs: _______________________ (the "Transferee") intends to acquire from _____________________ (the "Transferor") $____________ Initial Certificate Principal Balance Soundview Home Loan Trust 2003-1, Asset-Backed Certificates Series 2003-1, Class [C][R[-X]] (the "Certificates"), issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of July 15, 2003 among Financial Asset Securities Corp. as depositor (the "Depositor"), Lxxxxx Loan Servicing LP as servicer (the "Servicer") and Deutsche Bank National Trust Company as trustee (the "Trustee"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to, and covenants with the Depositor, the Trustee and the Servicer the following: The Certificates (i) are not being acquired by, and will not be transferred to, any employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or other retirement arrangement, including individual retirement accounts and annuities, Kxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets" of a Plan within the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R.ss.2510.3-101, and (iii) will not be transferred to any entity that is deemed to be investing in plan assets within the meaning of the DOL regulation at 29 C.X.X.xx. 2510.3-101. Very truly yours, [Transferee] By:_____________________________ Name: Title: EXHIBIT N-1 FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K Re: Soundview Home Loan Trust, Series 2003-1 Asset Backed Certificates, Series 2003-1 ---------------------------------------- I, [identify the certifying individual], certify that:

  • By the Buyer Subject to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading.

  • 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.

  • Representations by the Purchaser The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:

  • Payments to the Transferor The Servicer shall on each Deposit Date withdraw from the Collection Account and pay to the Holders of the Transferor Certificates the following amounts:

  • Schedule of Receivables to the Transfer Notice As of the Cutoff Date, the information set forth in the Schedule of Receivables attached to the Transfer Notice shall be true and correct in all material respects.

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