Common use of By Transferor Clause in Contracts

By Transferor. Transferor covenants and agrees to defend, indemnify and hold harmless the Company, its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Company Indemnitees") from and against, and pay or reimburse the Company Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) any inaccuracy of any representation or warranty made by Transferor herein or under any Collateral Agreement or in connection herewith or therewith; (ii) any failure of Transferor to perform any covenant or agreement hereunder or under any Collateral Agreement or fulfill any other obligation in respect hereof or of any Collateral Agreement; (iii) any Excluded Liabilities or Excluded Assets; (iv) any and all Taxes of Transferor and all Affiliates thereof, whether or not relating to or arising out of the Business; and (v) any and all Benefit Liabilities not assumed by the Company. Except for inaccuracies in the representations and warranties contained in Sections 3.1.1, 3.1.2, 3.1.3, 3.1.6 and 3.1.11 and breaches of covenants contained herein or in any Collateral Agreement, Transferor shall not be required to indemnify the Company Indemnitees with respect to any claim for indemnification pursuant to this Section 8.2(a) unless and until the aggregate amount of all Losses arising under this Section 8.2(a) exceeds $1,000,000 and then only for the amount of such excess. Notwithstanding the immediately preceding sentence, Transferor shall not be required to indemnify the Company Indemnitees with respect to any claim for indemnification arising from inaccuracies in the representations and warranties contained in Section 3.1.19 unless and until the aggregate amount of all such Losses exceeds $500,000 and then only for the amount of such excess.

By Transferor. Transferor covenants and agrees to defend, shall indemnify and hold harmless the Company, its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Company Indemnitees") from and against, and pay or reimburse the Company Indemnitees for, Acquiror against any and all claimsLosses and against all claims in respect thereof (including, liabilitieswithout limitation, obligationsamounts paid in settlement and costs of investigation) or diminution in value, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting involving a Third-Party Claim to which Acquiror may become subject or which it may suffer or incur, directly or indirectly, as a result from third party claims), including out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out ofconnection with: (i) any inaccuracy of any representation or a breach of any warranty made by Transferor herein or under any Collateral to Acquiror in this Agreement or any Disclosure Schedule or any instrument or other document delivered pursuant to this Agreement, without giving effect to any qualifications as to materiality or Material Adverse Effect contained in connection herewith such representations and warranties, provided that, except as to any inaccuracy of any representation or therewitha breach of any warranty by Transferor set forth in Section 6.03 (Title to and Condition of Assets) or resulting from knowing and intentional fraud by the Transferor or anyone acting on its behalf, Transferor shall not be obligated to indemnify Acquiror pursuant to this Section 14.01(a)(i) unless and until all of Acquiror’s Losses exceed, in the aggregate, Four Hundred Thousand Dollars (U.S. $400,000.00), following which event Acquiror shall be entitled to indemnification for the full amount of all of Acquiror’s Losses suffered or incurred, and provided further that, except as to any inaccuracy of any representation or a breach of any warranty by Transferor set forth in Section 6.03 (Title to and Condition of Assets) or resulting from knowing and intentional fraud by the Transferor or anyone acting on its behalf, the aggregate liability of Transferor for Losses pursuant to this Section 14.01(a)(i) shall not exceed Six Million Five Hundred Thousand Dollars ($6,500,000); (ii) any breach of, or failure of Transferor to perform duly and timely perform, any covenant or agreement hereunder or under any Collateral on the part of Transferor contained in this Agreement or fulfill any instrument or other obligation in respect hereof or of any Collateral document delivered pursuant to this Agreement; (iii) any Excluded Liabilities or Excluded Assetsup to $15,000,000 of Servicing Portfolio Loss Sharing Costs; (iv) any Liabilities for Taxes attributable to the Pre-Closing Tax Period and all any Transfer Taxes of Transferor and all Affiliates thereof, whether or not relating to or arising out of the Business; andother than those Transfer Taxes for which Acquiror is responsible in accordance with Section 10.01; (v) any and all Benefit Liabilities not assumed by the Company. Except for inaccuracies in the representations and warranties contained in Sections 3.1.1liability, 3.1.2expense, 3.1.3cost, 3.1.6 and 3.1.11 and breaches tax or obligation of covenants contained herein or in any Collateral Agreement, Transferor shall not be required to indemnify the Company Indemnitees nature with respect to any claim for indemnification pursuant to this current or former employee or other individual arising in connection with group health plan coverage required under COBRA; (vi) any inaccuracy or a breach of Section 8.2(a6.27 (Lender Loss Reserve and Escrow Accounts) unless and until the aggregate amount by Transferor, any breach of all Losses arising under this Section 8.2(a) exceeds $1,000,000 and then only for the amount of such excess. Notwithstanding the immediately preceding sentence, Transferor shall not be required to indemnify the Company Indemnitees Transferor’s obligations with respect to the Lender Loss Reserve Accounts set forth in Section 8.05(h), or any claim for indemnification arising from inaccuracies shortfall in the representations and warranties contained Related Escrow Accounts as set forth in Section 3.1.19 unless 8.11; (vii) any Liability arising out of the ownership or operation of the Business after July 1, 2005 and until prior to the aggregate amount Closing other than the Assumed Liabilities; (viii) any noncompliance with any Bulk Sales Laws or fraudulent transfer law in respect of all such Losses exceeds $500,000 and then only for the amount transactions contemplated by this Agreement; (ix) Any Liability or Loss arising out of such excessany breach or default under any Assumed Contract prior to the Closing Date; (x) any Retained Liabilities; and (xi) the matters set forth on Schedule 14.01(a).

By Transferor. Transferor covenants and agrees to defend, shall indemnify and hold harmless the Company, its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Company Indemnitees") from and against, and pay or reimburse the Company Indemnitees for, Acquiror against any and all claimsLosses and against all claims in respect thereof (including, liabilitieswithout limitation, obligationsamounts paid in settlement and costs of investigation) or diminution in value, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting involving a Third-Party Claim to which Acquiror may become subject or which it may suffer or incur, directly or indirectly, as a result from third party claims), including out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out ofconnection with: (i) any inaccuracy of any representation or a breach of any warranty made by Transferor herein or under any Collateral to Acquiror in this Agreement or any Disclosure Schedule or any instrument or other document delivered pursuant to this Agreement, without giving effect to any qualifications as to materiality or Material Adverse Effect contained in connection herewith such representations and warranties, provided that, except as to any inaccuracy of any representation or therewitha breach of any warranty by Transferor set forth in Section 6.03 (Title to and Condition of Assets) or resulting from knowing and intentional fraud by the Transferor or anyone acting on its behalf, Transferor shall not be obligated to indemnify Acquiror pursuant to this Section 14.01(a)(i) unless and until all of Acquiror’s Losses exceed, in the aggregate, Four Hundred Thousand Dollars (U.S. $400,000.00), following which event Acquiror shall be entitled to indemnification for the full amount of all of Acquiror’s Losses suffered or incurred, and provided further that, except as to any inaccuracy of any representation or a breach of any warranty by Transferor set forth in Section 6.03 (Title to and Condition of Assets) or resulting from knowing and intentional fraud by the Transferor or anyone acting on its behalf, the aggregate liability of Transferor for Losses pursuant to this Section 14.01(a)(i) shall not exceed Six Million Five Hundred Thousand Dollars ($6,500,000); (ii) any breach of, or failure of Transferor to perform duly and timely perform, any covenant or agreement hereunder or under any Collateral on the part of Transferor contained in this Agreement or fulfill any instrument or other obligation in respect hereof or of any Collateral document delivered pursuant to this Agreement; (iii) any Excluded Liabilities up to $30,000,000 of Servicing Portfolio Loss Sharing Costs incurred as required by the applicable loss sharing arrangements in Agency Contracts in effect at the Closing Date; or Excluded Assets;by Agency guidelines as in effect on the Closing Date or subsequently modified by the applicable Agencies. (iv) any Liabilities for Taxes attributable to the Pre-Closing Tax Period and all any Transfer Taxes of Transferor and all Affiliates thereof, whether or not relating to or arising out of the Business; andother than those Transfer Taxes for which Acquiror is responsible in accordance with Section 10.01; (v) any and all Benefit Liabilities not assumed by the Company. Except for inaccuracies in the representations and warranties contained in Sections 3.1.1liability, 3.1.2expense, 3.1.3cost, 3.1.6 and 3.1.11 and breaches tax or obligation of covenants contained herein or in any Collateral Agreement, Transferor shall not be required to indemnify the Company Indemnitees nature with respect to any claim for indemnification pursuant to this current or former employee or other individual arising in connection with group health plan coverage required under COBRA; (vi) any inaccuracy or a breach of Section 8.2(a6.27 (Lender Loss Reserve and Escrow Accounts) unless and until the aggregate amount by Transferor, any breach of all Losses arising under this Section 8.2(a) exceeds $1,000,000 and then only for the amount of such excess. Notwithstanding the immediately preceding sentence, Transferor shall not be required to indemnify the Company Indemnitees Transferor’s obligations with respect to the Lender Loss Reserve Accounts set forth in Section 8.05(h), or any claim for indemnification arising from inaccuracies shortfall in the representations and warranties contained Related Escrow Accounts as set forth in Section 3.1.19 unless 8.11; (vii) any Liability arising out of the ownership or operation of the Business after July 1, 2005 and until prior to the aggregate amount Closing other than the Assumed Liabilities; (viii) any noncompliance with any Bulk Sales Laws or fraudulent transfer law in respect of all such Losses exceeds $500,000 and then only for the amount transactions contemplated by this Agreement; (ix) Any Liability or Loss arising out of such excessany breach or default under any Assumed Contract prior to the Closing Date; (x) any Retained Liabilities; and (xi) the matters set forth on Schedule 14.01(a).