Obligations of the Sellers. The obligations and liability of each of the Sellers under this Agreement are several, and no Seller shall be responsible for the obligations of any other Seller under this Agreement. Each representation, warranty, indemnity and covenant made by one Seller under the Agreement is made by, or on behalf of, and with respect to, that Seller only and not any other Seller.
Obligations of the Sellers. When references are made in this Agreement to certain Sellers causing other Sellers or other Affiliate(s) to undertake (or to not undertake) certain actions, or agreements are being made on behalf of certain other Sellers or other Affiliates, “Sellers” for purposes of such clause shall be deemed to mean, respectively, NNI (in the case of a U.S. Debtor) and NNL (in the case of a Canadian Debtor other than NNC and a Non-Debtor Seller) and Affiliates of any Sellers shall in no event include any EMEA Debtors or their respective Subsidiaries.
Obligations of the Sellers. Each Seller agrees with each of the Underwriters, for the sole and exclusive benefit of each such Underwriter, each such Underwriter’s officers and directors and each person controlling each such Underwriter within the meaning of the Act, and not for the benefit of any assignee thereof or any other person or persons dealing with such Underwriter as follows: in consideration of and as an inducement to their agreement to purchase the Notes from the Depositor, to indemnify and hold harmless each Underwriter against any failure by the Depositor to perform its obligations to the Underwriters hereunder, including, without limitation, any failure by the Depositor to honor any obligation to any Underwriter pursuant to Section 7 hereof. In the case of any claim against any Seller by any Underwriter, any officer or director of any Underwriter or any person controlling any Underwriter, it shall not be necessary for such claimant to first pursue any remedy from or exhaust any procedures against the Depositor. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between the Depositor and the Underwriters, in accordance with its terms. Very truly yours, FIELDSTONE MORTGAGE INVESTMENT CORPORATION, as Depositor By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. BEAR XXXXXXX & CO. INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director XXXXXX BROTHERS INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Authorized Signatory [Signature Page One to Fieldstone 2006-1 Underwriting Agreement] Agreed to as to Section 18: FIELDSTONE INVESTMENT CORPORATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President Schedule I FORM OF PRICING SUPPLEMENT FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[ ]-[ ] MORTGAGE-BACKED NOTES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 200[ ] Reference is hereby made to that certain Underwriting Agreement, dated March 8, 2006 (the “Underwriting Agreement”), by and among Fieldstone Mortgage Investment Corporation, Credit Suisse Securities ...
Obligations of the Sellers. Each of the Sellers agrees to cause the Company to perform each of its covenants and agreements contained in this Agreement and the Ancillary Documents to be performed prior to or at the Effective Time, and to be responsible for any breach by the Company thereof.
Obligations of the Sellers. From and after the Closing Date, the Sellers hereby agree to indemnify, defend and hold harmless WRF and its employees, officers, partners and other Affiliates from and against any and all Losses (other than Losses related to Taxes, which shall be subject to the provisions of Article VIII of this Agreement) which any of them may suffer, incur or sustain arising out of, or attributable to, or resulting from (a) any inaccuracy in or breach or nonperformance of any of the representations or warranties of the Sellers, or any covenant or agreement of the Sellers, made in or pursuant to this Agreement or any Related Agreement, (b) any Legend Company acting or having acted as investment manager or investment adviser to any investment company that is or was required to be registered under the Investment Company Act and is not or was not so registered or exempted from such registration requirements pursuant to Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act or (c) the actions or circumstances set forth on Schedules 3.15(g) and 3.15(h) to this Agreement. Each Seller shall be solely and fully responsible, subject to the limitations set forth in Section 7.7, for any Loss arising out of, attributable to or resulting from any inaccuracy in or breach of nonperformance of any representation or warranty or covenant or agreement made solely by such Seller, it being understood and agreed that any representation, warranty, covenant or agreement made by "such Seller" or by a Seller by name shall be considered to be made solely by each Seller with respect to himself or solely by the named Seller. With respect to any other Loss for which the Sellers are responsible hereunder, Xxxxxx X. Xxxxxxx shall, subject to the limitation set forth in Section 7.7, be jointly and severally liable for each such Loss and each other Seller shall, subject to the limitations set forth in Section 7.7, be severally liable for each such loss pro rata in proportion to such Seller's Purchase Price Percentage.
Obligations of the Sellers. 5.1.1 During the period between the date when the total subscription price defined in Section 2.2 hereof has been credited to the Company’s account and the Registration Date (the “Interim Period”) the Seller shall procure that the Company
Obligations of the Sellers. From and after the Closing, each Seller, jointly and severally, agrees to indemnify, defend and hold harmless the Purchaser, its affiliates (including after the Closing, each SMR Company), and their successors and assigns, and the officers, directors, employees and agents of the Purchaser, its affiliates and their successors and assigns (each a "Purchaser Indemnified Party") from and against any and all Losses which any Purchaser Indemnified Party may suffer, incur or sustain arising out of, attributable to, or resulting from: (a) any breach or nonperformance of any of the covenants or other agreements made by such Seller in Article V of this Agreement and (b) any inaccuracy in or breach of any of the representations or warranties of such Seller contained in Article III of this Agreement; (c) (i) any solid, liquid or gaseous materials from manufacturing operations which on or prior to the Closing Date were present at, on or under, or migrated or transported to or from the SMR Properties (or any property formerly owned or used by any SMR Company or the Business) in violation of Environmental Law, (ii) any noncompliance with or violation of any applicable Environmental Law or Environmental Permit occurring on or prior to the Closing Date, and (iii) the environmental matters set forth on Schedule 11.2(c) hereof (provided that the Purchaser Indemnified Parties first exhaust all available remedies against the former owner identified on such Schedule 11.2(c) before proceeding against Sellers in respect of Section 11.2(c)(i), (ii) or (iii)); provided, however, that no such indemnification shall be required under this clause(c) unless (i) a written notice or claim shall have been received by a Purchaser Indemnified Party from a Governmental Body or third party and not resulting from any actions taken by the Purchaser Indemnified Parties other than Phase II and other environmental testing as advised by the Purchaser's environmental consultants and any reporting obligations to any Governmental Body resulting therefrom and the Seller shall have received notice of such written notice or claim on or prior to the second anniversary of the Closing Date, and provided, further, that the Sellers shall have the right, but not the obligation to control and manage any required remedial action and shall only be responsible to the extent necessary to meet the least stringent, most cost effective standard required by applicable Environmental Laws and consistent with the SMR Prope...
Obligations of the Sellers. The obligations, liability and indemnification of each of the Seller and the Servicer under this Agreement are joint and several.
Obligations of the Sellers. (a) Subject to the terms of this Article VI, the Sellers shall jointly (pro rata to their shareholdings), and not solidarily, indemnify and hold harmless the Tekelec Parties, their Affiliates (including, for greater certainty, as at and from the date hereof, the Corporation) and their respective directors and officers (collectively, the “Tekelec Indemnified Parties”), from and against any losses, damages, liabilities, claims, interest, penalties, judgments, settlements and costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) suffered by, imposed upon, asserted against or incurred by any Tekelec Indemnified Party as a result of, in respect of, in connection with or arising out of (i) any breach of any of the representations or warranties of the Sellers in this Agreement; or (ii) subject to Section 6.2(b), any breach of any of the covenants or agreements of the Sellers in this Agreement that by their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the Closing Date.
Obligations of the Sellers. Except as contemplated by this Agreement, all debts and other obligations owed or required to be performed by the Sellers and their affiliates (or any business entity owned or controlled by the Sellers or their affiliates) with respect to the Company shall have been paid or discharged in full and performed on or before the Closing Date. All agreements between the Company and the Sellers and their affiliates shall have terminated on or before the Closing Date at no cost to the Company.
