Liability of Transferor. Transferor shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Transferor and the representations and warranties of Transferor.
Liability of Transferor. Transferor shall be liable in accordance herewith to the extent, and only to the extent, of the obligations specifically undertaken by it in its capacity as Transferor hereunder.
Liability of Transferor. 41 Section 4.02. Merger or Consolidation of, or Assumption of, Obligations of Transferor............................................................41 Section 4.03. Limitation on Liability of Transferor.................................42 Section 4.04. Transferor Indemnification of Issuer and Trustees.....................42 Section 4.05. Subsequent Transferors................................................43
Liability of Transferor. Notwithstanding Section 7.6 (and notwithstanding any provisions of this Agreement), the Transferor by entering into this Agreement, by its acceptance thereof, agrees to be liable, directly to the injured party, for the entire amount of any losses, claims, damages or liabilities (other than those that would be incurred by an Investor Certificateholder as an investor in the Certificates if the Certificates were notes secured by the Mortgage Loans including, but not limited to, as a result of the performance of the Mortgage Loans, market fluctuations, a shortfall or failure to make payment under the Certificate Insurance Policy or other similar market or investment risks associated with ownership of the Certificates) arising out of or based on the arrangement created by this Agreement or the actions of the Transferor taken pursuant hereto (to the extent that, if the Trust assets at the time the claim is made were used to pay in full all outstanding Certificates, the Trust assets that would remain after the Certificateholders were paid in full would be insufficient to pay any such losses, claims, damages or liabilities) as though this Agreement created a partnership under the New York Revised Uniform Partnership Act in which the Transferor was a general partner. The rights created by this Section 7.7 shall run directly to and be enforceable by the injured party subject to the limitations hereof.
Liability of Transferor. SECTION 7.2 Merger or Consolidation of, or Assumption of the Obligations of, Transferor............................................. SECTION 7.3
Liability of Transferor. INDEMNITIES. The Transferor shall be liable in accordance with this 1998-C Securitization Trust Agreement only to the extent of the obligations in this 1998-C Securitization Trust Agreement specifically undertaken by the Transferor in such capacity under this 1998-C Securitization Trust Agreement and shall have no other obligations or liabilities hereunder.
Liability of Transferor. 36 Section 4.8 Transfers to a Competitor of the Company..............................................36 Section 4.9
Liability of Transferor. In the event that any Shareholder proposes to make a Transfer permitted under this Article IV, such Shareholder shall cause the transferee, prior to such Transfer, to execute one or more instruments pursuant to which the transferee adopts and agrees to be bound as a Shareholder to this Agreement and such transferring Shareholder shall be released from the obligations (except for Article VI) hereunder (including its commitment under Section 2.7) with respect to the interest represented by the transferred Common Shares assumed by the transferee and, until the transferee executes said instrument(s), such transfer shall not be valid and effective and the transferor shall remain fully liable for the acts, omissions or defaults of the transferee with respect to the interest represented by the proposed transferred Common Shares and the provisions of this Agreement, as if the transferor were still a party hereto; provided, however, that the Non-Initiating Shareholder in a Drag-Along Sale shall not have any duty under this Section 4.7. No Transfer shall relieve the transferor of responsibility for its own acts, omissions or defaults.
Liability of Transferor. No transfer of a Partnership Interest shall affect the obligations, if any, of the transferor to make contributions to the Partnership.
Liability of Transferor. Except as may occur upon conversion of the Company or upon Transfers of Interest to a corporation pursuant to Section 14.1, any Member who voluntarily Transfers or attempts to Transfer any portion of or interest in its Interest, if such a Transfer causes or would cause the Company to lose its partnership status or terminate its partnership existence for U.S. Federal income tax purposes, shall be liable to the Company and promptly shall pay for any incremental costs, taxes, fines, penalties, damages or losses which may be due from the Company or the Members or suffered by the Company or the Members, including costs of enforcement of the Company's power to void or otherwise prohibit such Transfer or attempted Transfer.
