Duties and Liabilities of Transferors Clause Samples

Duties and Liabilities of Transferors. (A) If a Person Transfers an Interest (or an interest therein) in a Series, such Person or its transferee shall, upon the Manager’s request, reimburse such Series for any legal, accounting and other costs and expenses such Series incurs in connection with such Transfer, including costs and expenses associated with reviewing such Transfer for compliance with this Section 5.7 and applicable law. (B) In the case of a proposed Transfer of an Interest of the type described in Section 5.7(a)(i), the transferee or the transferor of such Interest (or interest therein) shall, upon the request of the Manager and at such Person’s sole cost and expense, either cause the relevant Series to be provided with, or authorize such Series to obtain, a legal opinion, in form and substance acceptable to the Manager and rendered by legal counsel acceptable to the Manager, to the effect that such proposed Transfer is exempt from or not subject to the registration requirements of the 1933 Act and any applicable state securities laws. (C) In the case of any Transfer of an Interest (or any interest therein), the transferor or transferee of such Interest (or interest therein) shall, upon the request of the Manager and at such Person’s sole cost and expense, either cause the relevant Series to be provided with, or authorize such Series to obtain, a legal opinion, in form and substance acceptable to the Manager and rendered by legal counsel acceptable to the Manager, to the effect that the Transfer will not result in: (1) the termination of such Series as a partnership for federal income tax purposes or (2) such Series being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and applicable Treasury Regulations. (D) Unless the Manager expressly agrees otherwise in its sole and absolute discretion, no Transfer of an Interest (or any interest therein) shall relieve the transferor of its duties, liabilities and obligations under this Agreement.
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Duties and Liabilities of Transferors. (A) If a Person desires to Transfer an Interest, or an interest therein, pursuant to Section 5.5(a), such Person shall be responsible for any legal, accounting and other costs and expenses incurred by the Partnership in connection with reviewing such Transfer for compliance with this Section 5.5 and applicable laws. In addition, upon the request of the General Partner, a Person desiring to Transfer an Interest, or any interest therein, shall, at such Person’s sole cost and expense, either cause the Partnership to be provided with, or authorize the Partnership to obtain, an opinion of counsel reasonably satisfactory to the General Partner that the proposed Transfer complies with the 1933 Act and any applicable state securities laws. (B) Unless the General Partner expressly agrees otherwise, no Transfer of an Interest, or any interest therein, other than pursuant to a statutory merger or consolidation of the transferor wherein all duties and liabilities of the transferor are assumed by a successor corporation by operation of law, shall relieve the transferor of its duties and liabilities under this Agreement.
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Duties and Liabilities of Transferors. (A) If a Person desires to Transfer an Interest, or an interest therein, pursuant to Section 5.5(a), such Person shall be responsible for any legal, accounting and other costs and expenses incurred by the Company in connection with reviewing such Transfer for compliance with this Section 5.5 and applicable laws. In addition, upon (B) Unless the Manager expressly agrees otherwise, no Transfer of an Interest, or any interest therein, other than pursuant to a statutory merger or consolidation of the transferor wherein all duties and liabilities of the transferor are assumed by a successor corporation by operation of law, shall relieve the transferor of its duties and liabilities under this Agreement.
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Duties and Liabilities of Transferors. (A) If a Person desires to Transfer an Interest, or an interest therein, pursuant to Section 5.5(a), such Person shall be responsible for any legal, accounting and other costs and expenses incurred by the Partnership in connection with reviewing such Transfer for compliance with this Section 5.5 and applicable laws. In addition, upon the request of the General Partner, a Person desiring to Transfer an Interest, or any interest therein, shall, at such Person’s sole cost and expense, either cause the Partnership to be provided with, or authorize the Partnership to obtain, an opinion of counsel reasonably satisfactory to the General Partner that the proposed Transfer complies with the 1933 Act and any applicable state securities laws. (B) Unless the General Partner expressly agrees otherwise, no Transfer of an Interest, or any interest therein, other than pursuant to a statutory merger or consolidation of the transferor wherein all duties and liabilities of the transferor are assumed by a successor corporation by operation of law, shall relieve the transferor of its duties and liabilities under this Agreement.
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Related to Duties and Liabilities of Transferors

  • RESPONSIBILITIES OF PARTIES A. BST will include billing number information associated with resold exchange lines or SPNP arrangements in its LIDB. The Local Exchange Company will request any toll billing exceptions via the Local Service Request (LSR) form used to order resold exchange lines, or the SPNP service request form used to order SPNP arrangements. B. Under normal operating conditions, BST shall include the billing number information in its LIDB upon completion of the service order establishing either the resold local exchange service or the SPNP arrangement, provided that BST shall not be held responsible for any delay or failure in performance to the extent such delay or failure is caused by circumstances or conditions beyond BST’s reasonable control. BST will store in its LIDB an unlimited volume of the working telephone numbers associated with either the resold local exchange lines or the SPNP arrangements. For resold local exchange lines or for SPNP arrangements, BST will issue line-based calling cards only in the name of Local Exchange Company. BST will not issue line- based calling cards in the name of Local Exchange Company’s individual end users. In the event that Local Exchange Company wants to include calling card numbers assigned by the Local Exchange Company in the BST LIDB, a separate agreement is required. C. BST will provide responses to on-line, call-by-call queries to the stored information for the specific purposes listed in the next paragraph. D. BST is authorized to use the billing number information to perform the following functions for authorized users on an on-line basis: 1. Validate a 14 digit Calling Card number where the first 10 digits are a line number or special billing number assigned by BST, and where the last four digits (PIN) are a security code assigned by BST. 2. Determine whether the Local Exchange Company has identified the billing number as one which should not be billed for collect or third number calls, or both.

  • Respective Liabilities of the Company and the Master Servicer The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • RESPONSIBILITIES OF THE OWNER The Owner agrees to: Provide all documentation, records, and disclosures as required by law or required by the Agent to manage and operate the Property, and immediately notify the Agent if the Owner becomes aware of any change in such documentation, records or disclosures, or any matter affecting the habitability of the Property; Indemnify, defend, and hold harmless the Agent, and all persons in the Agent's firm, regardless of responsibility, from all costs, expenses suits, liabilities, damages, attorneys fees, and claims of every type, including, but not limited to, those arising out of injury or death of any person, or damage to any real or personal property of any person, including the Owner, for: Any repairs performed by the Owner or by others hired directly by the Owner; or Those relating to the management, leasing, rental, security deposit, or operation of the Property by the Agent, or any person in the Agent's company, or the performance or exercise of any of the duties, powers, or authorities granted to the Agent; This sub-section, and all rights to the Agent’s indemnification, shall be considered void if the Agent exemplifies any willful acts of gross negligence; Maintain the Property in a condition fit for human habitation as required by applicable State and local laws; Pay all interest on Tenants’ security deposits if required by applicable laws; Carry and pay for: Public and premises liability insurance in an amount of no less than one-million dollars ($1,000,000.00); and Property damage and worker’s compensation insurance adequate to protect the interests of the Owner and the Agent. The Agent shall be, and the Owner authorizes Agent to be, named as an additional insured party on the Owner’s policies; and Pay any late charges, penalties and/or interest imposed by lenders or other parties for failure to make payment only if the failure is due to insufficient funds in the Agent’s trust account available for such payment. In addition, the Owner agrees to replace any funds required if there are insufficient funds in the Agent’s trust account to cover such responsibilities of the Owner.

  • Liabilities of the Adviser A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. B. Notwithstanding the foregoing, the Adviser agrees to reimburse the Trust for any and all costs, expenses, and counsel and trustees’ fees reasonably incurred by the Trust in the preparation, printing and distribution of proxy statements, amendments to its Registration Statement, holdings of meetings of its shareholders or trustees, the conduct of factual investigations, any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the Trust incurs as the result of action or inaction of the Adviser or any of its affiliates or any of their officers, directors, employees or stockholders where the action or inaction necessitating such expenditures (i) is directly or indirectly related to any transactions or proposed transaction in the stock or control of the Adviser or its affiliates (or litigation related to any pending or proposed or future transaction in such shares or control) which shall have been undertaken without the prior, express approval of the Trust’s Board of Trustees; or, (ii) is within the control of the Adviser or any of its affiliates or any of their officers, directors, employees or stockholders. The Adviser shall not be obligated pursuant to the provisions of this Subparagraph 6.B., to reimburse the Trust for any expenditures related to the institution of an administrative proceeding or civil litigation by the Trust or a shareholder seeking to recover all or a portion of the proceeds derived by any stockholder of the Adviser or any of its affiliates from the sale of his shares of the Adviser, or similar matters. So long as this Agreement is in effect, the Adviser shall pay to the Trust the amount due for expenses subject to this Subparagraph 6.B. within thirty (30) days after a ▇▇▇▇ or statement has been received by the Adviser therefore. This provision shall not be deemed to be a waiver of any claim the Trust may have or may assert against the Adviser or others for costs, expenses or damages heretofore incurred by the Trust or for costs, expenses or damages the Trust may hereafter incur which are not reimbursable to it hereunder. C. No provision of this Agreement shall be construed to protect any trustee or officer of the Trust, or director or officer of the Adviser, from liability in violation of Sections 17(h) and (i) of the 1940 Act.

  • Respective Liabilities of the Depositor and the Servicer The Depositor and the Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by them herein.