Liability of the Sponsor. It is expressly understood and agreed by the parties hereto that:
Liability of the Sponsor. The obligation of the Sponsor to cause the Administrator and the Pledge Custodian, as applicable, to make any and all payments to Xxxxxxx Mac required by this Agreement or any other Sponsor Document shall not be subject to diminution by set-off, recoupment, counterclaim, abatement or otherwise. Until the latest of the date on which (i) all the Class A Certificates have been fully paid in accordance with the Series Certificate Agreement, (ii) the Series Certificate Agreement has been terminated in accordance with its terms and (iii) all amounts due and owing to Xxxxxxx Mac under this Agreement or any other Sponsor Document shall have been paid, the Sponsor shall continue to have the obligation to perform and observe all of its obligations contained in this Agreement, the Sponsor Documents and all other documents contemplated hereby or thereby. The obligations of the Sponsor under this Agreement shall be absolute, unconditional and irrevocable, and shall be paid and performed in accordance with the terms of this Agreement under all circumstances whatsoever, including, without limitation, the following circumstances: (a) any invalidity or unenforceability of any of the Owner Documents, the Sponsor Documents (other than the Series Certificate Agreement) or any other agreement or instrument related to the Owner Documents or the Sponsor Documents (other than the Series Certificate Agreement); (b) any waiver of, or any consent to or departure from, the terms of a Series Certificate Agreement, any of the Owner Documents or the Sponsor Documents, or any other agreement or instrument related to the Owner Documents or the Sponsor Documents, or any extensions of time or other modifications of the terms and conditions for any act to be performed in connection with the Series Certificate Agreement; (c) the existence of any claim, set-off, defense or other right that the Sponsor may have at any time against Xxxxxxx Mac, the Servicer, any Issuer, any Bond Trustee, the Guarantor, any Sponsor Affiliate, the Administrator, the Pledge Custodian, the Remarketing Agent or any other Person, whether in connection with this Agreement, any of the other Owner Documents, the Sponsor Documents, the Guaranty, any Mortgaged Property, or any unrelated transaction; (d) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement, the Owner Documents or the Sponsor Documents; (e) any defect in title to any Mortgaged Property, any acts ...
Liability of the Sponsor the Master Servicer and the ----------------------------------------------------- Depositor. The Sponsor and the Master Servicer shall be liable in accordance --------- herewith only to the extent of the obligations specifically imposed upon and undertaken by the Sponsor or Master Servicer, as the case may be, herein. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Depositor herein.
Liability of the Sponsor. 10.1 The Sponsor has agreed to be liable to the Company if and to the extent that any claims for any professional third-party fees (other than those of the Company’s independent auditors) incurred by the Company for services rendered to, or products sold to, the Company or to a prospective Target with which the Company has discussed entering into a transaction agreement reduce the amount of funds held in the Escrow Account to (i) less than €10.00 per Ordinary Share (less the pro rata share of any Negative Interest incurred in excess of the Negative Interest Cover and any bank fees related to the Escrow Account) or (ii) such lesser amount per Ordinary Share held in the Escrow Account as of the date of the liquidation of the Escrow Account due to reductions in the value of the assets held in the Escrow Account, except as to any claims (x) by a third-party who executed a waiver of any and all rights to seek access to the Escrow Account and (y) under the Company’s indemnity of the Sole Global Coordinator for certain losses and liabilities arising out of or in connection with the Offering. In the event that an executed waiver is deemed to be unenforceable against a third-party, the Sponsor will not be responsible to the extent of any liability for such third- party claims.
Liability of the Sponsor. The Sponsor shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by such Sponsor and its representations and warranties.
Liability of the Sponsor. The Sponsor assumes any and all risk of personal injury and property damage attributable to the practice by the Sponsor or its designee or sublicensee of any license granted by CombinatoRx to the Sponsor hereunder, the breach of this Agreement by the Sponsor, or the negligence or willful misconduct of any Sponsor Indemnitee.
