By Xxx Xxxxxx Sample Clauses

By Xxx Xxxxxx. In the event any claim is brought by any third party against Xxxxxx/Xxxxxx or any of its affiliates that relates to, arises out of or is based upon the performance by Xxx Xxxxxx of its obligations hereunder (including, but not limited to, the marketing, promotion and distribution of the Trusts), or the failure of Xxx Xxxxxx, or any of Xxx Xxxxxx'x affiliates, as the case may be, to comply with any law, rule or regulation relating to the Trusts, or use of the Property by the Trusts, Xxx Xxxxxx, or any of Xxx Xxxxxx'x affiliates, Xxxxxx/Xxxxxx or any of its affiliates shall promptly notify Xxx Xxxxxx and Xxx Xxxxxx shall defend such claim at Xxx Xxxxxx'x expense and under Xxx Xxxxxx'x control. Xxx Xxxxxx shall indemnify and hold harmless Xxxxxx/Xxxxxx or any of its affiliates against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorneys' fees) arising from or related to such claim whether or not such claim is successful. Xxxxxx/Xxxxxx or any of its affiliates shall have the right, at their expense, to participate in the defense of such claim through counsel of their own choosing; provided, however, that Xxx Xxxxxx shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, Xxxxxx/Xxxxxx or its affiliates shall not be entitled to indemnification hereunder to the extent that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the gross negligence or willful misconduct of Xxxxxx/Xxxxxx or such affiliates.

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By Xxx Xxxxxx. In the event any claim is brought by any third party against Birinyi or BAI that relates to, arises out of or is based upon the performance by Xxx Xxxxxx of its obligations hereunder, or the failure of Xxx Xxxxxx, any of the Birinyi UITs or any of Xxx Xxxxxx'x affiliates, as the case may be, to comply with any law, rule or regulation, Birinyi or BAI, as the case may be, shall promptly notify Xxx Xxxxxx, and Xxx Xxxxxx shall defend such claim at Xxx Xxxxxx'x expense and under Xxx Xxxxxx'x control. Xxx Xxxxxx shall indemnify and hold harmless Birinyi and BAI against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorneys' fees) arising from or related to such claim whether or not such claim is successful. Birinyi or BAI, as the case may be, shall have the right, at their expense, to participate in the defense of such claim through counsel of their own choosing; provided, however, that Xxx Xxxxxx shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, neither Birinyi nor BAI shall be entitled to indemnification hereunder to the extent that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the negligence or willful misconduct of Birinyi or BAI.

By Xxx Xxxxxx. In the event any claim is brought by any third party against Stanford that relates to, arises out of or is based upon the performance by Xxx Xxxxxx of its obligations hereunder, or the failure of Xxx Xxxxxx, or any of Xxx Xxxxxx'x affiliates, as the case may be, to comply with any law, rule or regulation relating to the Trusts, Stanford shall promptly notify Xxx Xxxxxx and Xxx Xxxxxx shall defend such claim at Xxx Xxxxxx'x expense and under Xxx Xxxxxx'x control. Xxx Xxxxxx shall indemnify and hold harmless Stanford against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorneys' fees) arising from or related to such claim whether or not such claim is successful. Stanford shall have the right, at their expense, to participate in the defense of such claim through counsel of their own choosing; provided, however, that Xxx Xxxxxx shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, Stanford shall not be entitled to indemnification hereunder to the extent that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the gross negligence or willful misconduct of Stanford.

By Xxx Xxxxxx. In the event any claim is brought by any third party against Stanford or any of its affiliates that relates to, arises out of or is based upon the performance by Xxx Xxxxxx of its obligations hereunder, or the failure of Xxx Xxxxxx, or any of Xxx Xxxxxx'x affiliates, as the case may be, to comply with any law, rule or regulation relating to the Trusts, or use of the Stanford Property by the Trusts, Xxx Xxxxxx, or any of Xxx Xxxxxx'x affiliates, Stanford or any of its affiliates shall promptly notify Xxx Xxxxxx and Xxx Xxxxxx shall defend such claim at Xxx Xxxxxx'x expense and under Xxx Xxxxxx'x control. Xxx Xxxxxx shall indemnify and hold harmless Stanford or any of its affiliates against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorneys' fees) arising from or related to such claim whether or not such claim is successful. Stanford or any of its affiliates shall have the right, at their expense, to participate in the defense of such claim through counsel of their own choosing; provided, however, that Xxx Xxxxxx shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, Neither Stanford nor any of its affiliates shall be entitled to indemnification hereunder to the extent that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the gross negligence or willful misconduct of Stanford or any of its affiliates.

By Xxx Xxxxxx. In the event any claim is brought by any third party against C&S that relates to, arises out of or is based upon the performance by Xxx Xxxxxx of its obligations hereunder, or the failure of Xxx Xxxxxx, or any of Xxx Xxxxxx'x affiliates, as the case may be, to comply with any law, rule or regulation relating to the Trusts, C&S shall promptly notify Xxx Xxxxxx, and Xxx Xxxxxx shall defend such claim at Xxx Xxxxxx'x expense and under Xxx Xxxxxx'x control. Xxx Xxxxxx shall indemnify and hold harmless C&S against any judgment, liability, loss, cost or damage (including litigation costs and reasonable attorneys' fees) arising from or related to such claim whether or not such claim is successful. C&S shall have the right, at their expense, to participate in the defense of such claim through counsel of their own choosing; provided, however, that Xxx Xxxxxx shall not be required to pay any settlement amount that it has not approved in advance. Notwithstanding the above, C&S shall not be entitled to indemnification hereunder to the extent that the judgment, liability, loss, cost or damage arising from a claim for which indemnification is sought hereunder results directly or indirectly from the negligence or willful misconduct of C&S, or C & S actions or inactions in connection with its role as Supervisor.

By Xxx Xxxxxx. Xxx Xxxxxx shall indemnify and hold harmless PWP, its affiliates and each of their officers, directors, employees and agents from and against any and all Losses arising out of: (i) any actual or alleged inaccuracy or omission in any prospectus of a Trust or supplement thereto, registration statement of a Trust, annual post-effective amendment or annual report of a Trust or any advertising or promotional material generated by Xxx Xxxxxx or a Trust, except with respect to any inaccuracy or omission or alleged inaccuracy or omission made in reliance upon and in conformity with written information PWP furnished to Xxx Xxxxxx describing PWP or the PWP Investment Process for inclusion in any such prospectus, supplement, registration statement, or advertising or promotional material; (ii) any breach by Xxx Xxxxxx or any Trust of any representation, warranty or agreement contained in this Agreement; and (iii) any violation or alleged violation of any law or regulation applicable to a Trust, including, without limitation, the Investment Company Act and the rules adopted by the Securities and Exchange Commission thereunder, that arises out of any action taken or omitted to be taken by Xxx Xxxxxx or any Trust, except to the extent any such Losses result from PWP's fraud, willful misconduct, bad faith, reckless disregard of its duties or gross negligence. "Losses" as used in this Section 14 shall mean collectively, all claims, demands, actions, losses, damages, liabilities, costs, charges, counsel fees and expenses.

Related to By Xxx Xxxxxx

Xxxx-Xxxxx-Xxxxxx Notwithstanding any other provision in this Agreement, in the event the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), is applicable to any Member by reason of the fact that any assets of the Company will be distributed to such Member in connection with the dissolution of the Company, the distribution of any assets of the Company shall not be consummated until such time as the applicable waiting periods (and extensions thereof) under the HSR Act have expired or otherwise been terminated with respect to each such Member.
XXX XXXXXXX Xxx The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.
Xxxx Xxxxxx 97. Xxxxx X. Xxxxx Trust, dated February 26, 1998, Xxxxxxxx X. Xxxxxxxx, Trustee
Xxxx Xxxxx Xxxxx Xx (In this Agreement, the Lender and the Borrowers are individually referred to as a “Party”, collectively the “Parties”)
Xxxxx Xxxx Xxxxxx Kanarek -------------------------------------- Xxx: 000-000-6406 Print Name: Sven H. Borho Fxx: 000-000-6444 Print Tixxx: Xxxxxxx; OrbiMed Advisors LLC Subscriptiox Xxxxxx: $023,710.69 ------------------- Shares Purchased: 49,673 ----------------------- SECURITY DELIVERY INSTRUCTIONS (IF DIFFERENT THAN NOTICE ADDRESS) [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT] KNIGHTSBRIDGE POST VENTURE IV L.P. --------------------------------------- Address for Notice: Print Entity Name ------------------ OrbiMed Advisors LLC 767 Third Avenue 00xx Xxxxx Xxx Xxxx, XX 00000
Xxxxxx Xxx Xxxxxx Xxx, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.
Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, counsel for the Issuer, MP Renaissance and Mon Power, shall have furnished to the Representatives their written opinion, dated the Closing Date and in form and substance reasonably acceptable to the Representatives, addressing the matters set forth in Exhibit 10(j) and such other matters as the Representatives may reasonably request.
Xxxxx Xxxxx The Xxxxx Xxxxx is the price per Share set forth above.
Xxxxx Xxxxxx Notary Public My Commission expires October 4, 2010 EXHIBIT A FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT On this _____ day of __________ 20___, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, XXXXX FARGO BANK, N.A. (the "Seller") as the Seller under that certain Second Amended and Restated Master Mortgage Loan Purchase Agreement, ("Purchase Agreement") and as the Company under that certain Second Amended and Restated Master Seller's Warranties and Servicing Agreement (the "Servicing Agreement") each dated as of May 1, 2006, (collectively, the "Agreements"), the terms of which are incorporated by reference herein, does hereby sell, transfer, assign, set over and convey to Bank of America, National Association as the Purchaser (the "Purchaser") under the Agreements, and Purchaser hereby accepts from Seller, without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to each of the (i) Company Mortgage Loans listed on the related Mortgage Loan Schedule attached hereto as Schedule I, (ii) Exception Mortgage Loans, identifying the related exceptions, listed on the Mortgage Loan Schedule attached hereto as Schedule II and (iii) Third-Party Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Schedule III (collectively, the "Mortgage Loan"), together with the Custodial Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 2.03 of the Servicing Agreement, the Seller has delivered to the Custodian the documents REQUIRED TO BE DELIVERED UNDER THE AGREEMENTS for each Mortgage Loan to be purchased. The Servicing Files and the Retained Mortgage Files retained by the Seller pursuant to Section 2.01 of the Servicing Agreement shall be appropriately marked to clearly reflect the sale of the related Mortgage Loans to the Purchaser. The Company hereby makes the representations and warranties set forth in Section 3.01 and for each of the Mortgage Loans, Section 3.02 of the Servicing Agreement as of the date hereof. Attached hereto as Exhibit A is a copy of the Third-Party Underwriting Guidelines relating to the Third-Party Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Schedule III. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreements. BANK OF AMERICA, XXXXX FARGO BANK, N.A. NATIONAL ASSOCIATION PURCHASER COMPANY By: By: ---------------------------------- ----------------------------------- Name: Name: -------------------------------- --------------------------------- Title: Title: ------------------------------- -------------------------------- Exhibit A-1 SCHEDULE I COMPANY MORTGAGE LOANS MORTGAGE LOAN SCHEDULE Exhibit A-2 SCHEDULE II EXCEPTION MORTGAGE LOANS MORTGAGE LOAN SCHEDULE Exhibit A-3 SCHEDULE III THIRD-PARTY MORTGAGE LOANS MORTGAGE LOAN SCHEDULE Exhibit A-4 EXHIBIT A THIRD-PARTY UNDERWRITING GUIDELINES Exhibit A-5 EXHIBIT B FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT ____________, 20__ ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Agreement"), dated ___________________, 20__ among _________________, a _________________ corporation having an office at _________________ ("Assignor") and _________________, having an office at _________________ ("Assignee") and Xxxxx Fargo Bank, N.A. (the "Company"), having an office at 0 Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000: For and in consideration of the sum of one dollar ($1.00) and other valuable consideration the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:
Xxxxxx Xxxxx The Employee understands that Data may be transferred to the Corporation or any of its Affiliates, or to any third parties assisting in the implementation, management and administration of the Plan, including any transfer required to a broker or other third party with whom shares of common stock acquired under the Plan or cash from the sale of such shares may be deposited. Furthermore, the recipients that may receive, possess, use, retain, and transfer such Data may be located in Italy or elsewhere, including outside the European Union, and the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Italy. The processing activity, including transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require the Employee’s consent thereto as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan. The Employee understands that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003. The Employee understands that Data will be held only as long as is required by law or as necessary to implement, administer and manage the Employee’s participation in the Plan. The Employee understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, he or she has the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing. Furthermore, the Employee is aware that Data will not be used for direct marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting the Employee’s local human resources representative. Plan Document Acknowledgment In accepting the grant of this option, the Employee acknowledges that he or she has received a copy of the Plan and the Award Agreement and has reviewed the Plan and the Award Agreement, including this Appendix A, in their entirety and fully understands and accepts all provisions of the Plan and the Award Agreement, including this Appendix A. The Employee acknowledges that he or she has read and specifically and expressly approves the following sections of the Award Agreement: Section 2(d) on Payment of Withholding Taxes; Section 5 on No Right of Continued Employment; Section 9 on Delaware Law to Govern; the section on Acknowledgment of Conditions; and the Data Privacy Notice and Consent section included in this Appendix A. Exchange Control Information The Employee is required to report in his or her annual tax return: (a) any transfers of cash or shares of common stock to or from Italy exceeding €10,000 or the equivalent amount in U.S. dollars; and (b) any foreign investments or investments (including proceeds from the sale of shares of common stock acquired under the Plan) held outside of Italy exceeding €10,000 or the equivalent amount in U.S. dollars, if the investment may give rise to income in Italy. The Employee is exempt from the formalities in (a) if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on the Employee’s behalf.