Reimbursement of Underwriter Expenses. If for any reason, other than default by the Underwriter in its obligation to purchase the Underwritten Certificates or termination by the Underwriter pursuant to Section 7 hereof, the Underwritten Certificates are not delivered as provided herein, the Depositor, the Seller and Redwood Trust jointly and severally agree to reimburse the Underwriter for all damages, losses and out-of-pocket expenses of the Underwriter, including reasonable fees and disbursements of its counsel, reasonably incurred by the Underwriter in making preparations for the purchase, sale and delivery of the Underwritten Certificates, but the Depositor, the Seller and Redwood Trust shall then be under no further liability to the Underwriter with respect to the Underwritten Certificates, except as provided in Sections 5(iv), 8, 11 or 12 hereof.
Reimbursement of Underwriter Expenses. If for any reason other than default by an Underwriter in its obligation to purchase the Offered Securities or termination by an Underwriter pursuant to Section 10 hereof, the Offered Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse each Underwriter for all out-of-pocket expenses of such Underwriter, including reasonable fees and disbursements of its counsel, reasonably incurred by such Underwriter in making preparations for the purchase, sale and delivery of the Offered Securities, but the Company shall then be under no further liability to any Underwriter with respect to the Offered Securities, except as provided in Section 5(d) hereof.
Reimbursement of Underwriter Expenses. If for any reason, other than default by the Underwriter in its obligation to purchase the Public Certificates or termination by the Underwriter pursuant to Section 7 hereof, the Public Certificates are not delivered by or on behalf of BSABS as provided herein, BSABS will reimburse the Underwriter for all out-of-pocket expenses of the Underwriter, including reasonable fees and disbursements of its counsel, reasonably incurred by the Underwriter in making preparations for the purchase, sale and delivery of the Public Certificates, but BSABS shall then be under no further liability to the Underwriter with respect to the Public Certificates, except as provided in Section 5(d) hereof.
Reimbursement of Underwriter Expenses. If for any reason, other than default by any Underwriter in its obligation to purchase the Underwritten Public Certificates or termination by any Underwriter pursuant to Section 7 hereof, the Underwritten Public Certificates are not delivered by or on behalf of CWABS as provided herein, CWABS will reimburse each Underwriter for all out-of-pocket expenses of such Underwriter, including reasonable fees and disbursements of its counsel, reasonably incurred by such Underwriter in making preparations for the purchase, sale and delivery of the Underwritten Public Certificates, but CWABS shall then be under no further liability to any Underwriter with respect to the Underwritten Public Certificates, except as provided in Section 5(d) hereof.
Reimbursement of Underwriter Expenses. If this Agreement is terminated by the Underwriter pursuant to Section 6 or Section 11, or if the sale to the Underwriter of the Offered Shares on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Underwriter upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Underwriter in connection with the proposed purchase and the offering and sale of the Offered Shares, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.
Reimbursement of Underwriter Expenses. If for any reason, other than default by any Underwriter in its obligation to purchase the Publicly-Offered Certificates or termination by any Underwriter pursuant to Section 7 hereof, the Publicly-Offered Certificates are not delivered as provided herein, the Depositor, the Seller and Redwood Trust jointly and severally agree to reimburse each Underwriter for all damages, losses and out-of-pocket expenses of such Underwriter, including reasonable fees and disbursements of its counsel, reasonably incurred by such Underwriter in making preparations for the purchase, sale and delivery of the Publicly-Offered Certificates, but the Depositor, the Seller and Redwood Trust shall then be under no further liability to any Underwriter with respect to the Publicly-Offered Certificates, except as provided in Sections 5(a)(iv), 8, 11 or 12 hereof.
Reimbursement of Underwriter Expenses. If this Agreement is terminated by the Underwriter pursuant to Section 6, Section 8 or Section 11, hereof, or if the sale to the Underwriter of the Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Underwriter, upon demand, for all out-of-pocket expenses that shall have been reasonably incurred by the Underwriter in connection with the proposed purchase and the offering and sale of the Common Shares, including, but not limited to, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges, up to the $50,000 deposit already received by the Underwriter. The Company shall have no obligation to the Underwriter for out-of-pocket expenses referenced in this Section 7 to the extent that the Underwriter’s out-of-pocket expenses, in the aggregate, exceed $50,000. In the event all such out-of-pocket expenses do not equal or exceed $50,000, the Underwriter shall, as soon as reasonably practicable, pay the Company the difference between the aggregate amount of all such out-of-pocket expenses and $50,000.
Reimbursement of Underwriter Expenses. If this Agreement is terminated by the Representatives pursuant to Section 6, Section 8 or Section 11, hereof, or if the sale to the Underwriters of the Offered Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Representatives and the other Underwriters, severally, upon demand, for all out-of-pocket expenses that shall have been reasonably incurred by the Representatives and such other Underwriters in connection with the proposed purchase and the offering and sale of the Offered Shares, including, but not limited to, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges, up to the $50,000 deposit already received by the Representatives. The Company shall have no obligation to the Representatives or the other Underwriters for out-of-pocket expenses referenced in this Section 7 to the extent that the Representatives and other Underwriters’ out-of-pocket expenses, in the aggregate, exceed $50,000. In the event all such out-of-pocket expenses do not equal or exceed $50,000, the Underwriters shall, as soon as reasonably practicable, pay the Company the difference between the aggregate amount of all such out-of-pocket expenses and $50,000.
Reimbursement of Underwriter Expenses. If this Agreement is terminated by the Underwriter pursuant to Section 6, Section 8 or Section 11, or if the sale to the Underwriter of the Offered Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof (other than the failure of any of the conditions herein to be satisfied as a result of the breach by the Underwriter of its representations or agreements hereunder), the Company agrees to reimburse the Underwriter upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Underwriter in connection with the proposed purchase and the offering and sale of the Offered Shares, including but not limited to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.
Reimbursement of Underwriter Expenses. If for any reason, other than default by any Underwriter in its obligation to purchase the Certificates or termination by any Underwriter pursuant to Section 9, the Certificates are not delivered by or on behalf of the Company as provided herein, the Company will reimburse each Underwriter for all out-of-pocket expenses of such Underwriter, including reasonable fees and disbursements of its counsel, reasonably incurred by such Underwriter in making preparations for the purchase, sale and delivery of the Certificates, but the Company shall then be under no further liability to any Underwriter with respect to the Certificates, except as provided in Section 5(f). This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, First Horizon Home Loan Corporation and the Underwriters, with respect to the subject matter hereof. Each of the Company and First Horizon Home Loan Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or First Horizon Home Loan Corporation may have against each Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. * * * If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among First Horizon Home Loan Corporation, the Company and you. Very truly yours, FIRST HORIZON ASSET SECURITIES INC. By:______________________________ Name: Xxxxxx Xxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. HSBC SECURITIES (USA) INC. By:______________________________ Name: Title: FIRST HORIZON HOME LOAN CORPORATION By:______________________________ Name: Xxxxx X. XxXxx Title: Executive Vice President EXHIBIT A FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES ____-__ TERMS AGREEMENT (to Underwriting Agreement, dated February 24, 2006 among the Company, First Horizon Home Loan Corporation and the Underwriter) First Horizon Asset Securities Inc. New York, New York 4000 Horizon Way [Date] Xxxxxx, Xxxxx 00000 Each of HSBC Securities (USA) Inc. [and ___________] (the “Underwriters”) severally agrees, subject to the terms and provisions herein and of the captioned Underwriting Agreement (the “Underwriting Agreement”), to purchase such Classes of Series ____-__ Certificates s...
