Indemnity of Qualified Intermediary Sample Clauses

Indemnity of Qualified Intermediary. Seller shall indemnify and hold harmless Qualified Intermediary, its shareholders, directors, officers, employees, agents, representatives, and the successors and assigns thereof, from and against any and all claims, disputes, liabilities, losses, costs, damages, or expenses of any kind, including reasonable attorney's fees actually incurred and costs and expenses incurred in the investigation, prosecution, defense or settlement of any claims, which may be threatened against, incurred or undertaken by Qualified Intermediary and (i) which arise out of or in connection with any breach; inadequacy, incompleteness or inaccuracy of any representation or warranty made by or on behalf of Seller in, or any failure of Seller to perform any of the Seller's covenants or obligations pursuant to this Agreement and any and all other documents or agreement referred to herein or entered into in connection herewith, and (ii) which otherwise arise out of or in connection with this Agreement and any and all documents or agreements referred to herein or entered into in connection herewith, except those claims for which Qualified Intermediary may be held liable to Seller for the negligence or willful misconduct of Qualified Intermediary. Seller shall indemnify and hold harmless Qualified Intermediary, its shareholders, directors, officers, employees, agents, representatives, and the successors and assigns thereof, from and against any and all claims, disputes, liabilities, penalties, forfeitures, violations of Environmental Laws (as hereinafter defined), losses, costs, damages, or expenses of any kind, including reasonable attorneys' fees actually incurred and costs and expenses incurred in the investigation, prosecution, defense or settlement of any claims, or death of, or injury to any person or damage to any property whatsoever, which may be threatened against, incurred or undertaken by Qualified Intermediary and arising from or caused in whole or in part, directly or indirectly, by the presence in, on, under or relating to the Property or the Exchange Parcels or any improvements thereon of any Hazardous Substances Materials or Wastes (as hereinafter defined), or the use, analysis, generation, discharge, release (or threatened release), storage, treatment, transport or disposal of Hazardous Substances Materials or Wastes to, in, on, under, or about or from any such property or improvements thereon. Seller's obligation hereunder shall include, without limitation, and whether...
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Related to Indemnity of Qualified Intermediary

  • Representations and Warranties Regarding Individual Mortgage Loans The Seller hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the related Closing Date for such Mortgage Loan:

  • Tax Representation Letters (a) The Company Parties shall (i) use their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions of counsel referred to in Section 8.2(d) and Section 8.3(e), (ii) deliver to B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP, counsel to the Company, and L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel to Parent, respectively, a tax representation letter, dated as of the Closing Date (and, if required, as of the effective date of the Form S-4) and signed by an officer of the Company Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP and L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, respectively, to render the opinions described in Section 8.2(d) and Section 8.3(d), respectively, on the date of the Company Merger Effective Time (and, if required, on the effective date of the Form S-4) and (iii) deliver to L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel to Parent, and B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP, counsel to the Company, respectively, tax representation letters, dated as of the effective date of the Form S-4 and the date of the Company Merger Effective Time, respectively, and signed by an officer of the Company Parties, containing customary representations of the Company Parties as shall be reasonably necessary or appropriate to enable L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.2(e), and B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, respectively, as described in Section 8.3(e). (b) The Parent Parties shall (i) use their reasonable best efforts to obtain or cause to be provided, as appropriate, the opinions of counsel referred to in Section 8.2(e) and Section 8.3(d), (ii) deliver to L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel to Parent, a tax representation letter, dated as of the date of the Company Merger Effective Time (and, if required, as of the effective date of the Form S-4) and signed by an officer of the Parent Parties, containing customary representations of the Parent Parties as shall be reasonably necessary or appropriate to enable L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP to render the opinion described in Section 8.3(d) on the date of the Company Merger Effective Time (and, if required, on the effective date of the Form S-4), and (iii) deliver to B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP, counsel to the Company, and L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, counsel to Parent, respectively, tax representation letters, dated as of the effective date of the Form S-4 and the date of the Company Merger Effective Time, respectively, and signed by an officer of the Parent Parties, containing representations of the Parent Parties as shall be reasonably necessary or appropriate to enable L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, as described in Section 8.2(e), and B▇▇▇▇ & M▇▇▇▇▇▇▇ LLP to render an opinion on the effective date of the Form S-4 and on the date of the Company Merger Effective Time, as described in Section 8.3(e).

  • Determination That Indemnification Is Proper Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall be made (i) by a majority vote of the directors who are not parties to the action, suit or proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote on the matter, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (iv) by independent legal counsel, or (v) by a court of competent jurisdiction.

  • Liability of Seller; Indemnities The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

  • Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (SEP 2007). This clause applies only if this contract exceeds (i) $100,000 if included in