Depositor Indemnification Sample Clauses

Depositor Indemnification. 6 Section 3.04. Contribution............................................. 8 Section 3.05.
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Depositor Indemnification. (a) The Depositor agrees to indemnify and hold harmless the Seller, and each person, if any, who controls the Seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:
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Depositor Indemnification. 36 ARTICLE SIX SERVICING TERMINATION
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Depositor Indemnification. The Depositor shall indemnify and hold harmless the Servicer, the Special Servicer, the Servicing Advisor, the Certificateholder Agent and each Certificateholder from and against any loss, liability, expense, damage or injury suffered or sustained by the Servicer, the Special Servicer, the Servicing Advisor, the Certificateholder Agent and each such Certificateholder, including any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, which arises out of the Service's, the Special Servicer's or the Servicing Advisor's activities hereunder; provided -------- that the Depositor shall not indemnify the Servicer, the Special Servicer, the Servicing Advisor, the Certificateholder Agent or any such Certificateholder if such Service's, Special Servicer's, Servicing Advisor's, Certificateholder Agent's or Certificateholder's activities constituted fraud, willful misconduct, gross negligence (which includes negligence with respect to the duties of the Servicer, the Special Servicer or the Servicing Advisor which are explicitly set forth herein) or breach of fiduciary duty by such Servicer, Special Servicer or Servicing Advisor. ARTICLE SIX ----------- SERVICING TERMINATION ---------------------
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Depositor Indemnification. The Depositor shall indemnify and hold harmless the Servicer, the Special Servicer, the Servicing Advisor, the Certificateholder Agent and each Certificateholder from and against any loss, liability, expense, damage or injury suffered or sustained by the Servicer, the Special Servicer, the Servicing Advisor, the Certificateholder Agent and each such Certificateholder, including any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, which arises out of the Servicer=s, the Special Servicer=s or the Servicing Advisor=s activities hereunder; provided that the Depositor shall not indemnify the Servicer, the Special Servicer, the Servicing Advisor, the Certificateholder Agent or any such Certificateholder if such Servicer=s, Special Servicer's, Servicing Advisor=s, Certificateholder Agent's or Certificateholder's activities constituted fraud, willful misconduct, gross negligence (which includes negligence with respect to the duties of the Servicer, the Special Servicer or the Servicing Advisor which are explicitly set forth herein) or breach of fiduciary duty by such Servicer, Special Servicer or Servicing Advisor.
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Depositor Indemnification. (A) The Depositor shall indemnify and hold the Trust, for the benefit of the Beneficiaries, and the Trustee, harmless from and against any loss, liability, reasonable expense, damage or injury suffered or sustained by reason of any acts or omissions or alleged acts or omissions arising out of or based upon this Agreement, including, but not limited to, any judgment, general settlement, reasonable attorneys' fees and other costs and expenses incurred by the Trustee in connection with the defense of any actual or threatened action, proceeding or claim (other than losses on Receivables and amounts due with respect thereto); provided, however, that the Depositor shall not indemnify the Trust or the Trustee or any officer, director, employee or agent of the Trustee if such actual or threatened action, proceeding or claim arose out of, or such loss, liability, expense, damage or injury was caused by fraud, negligence, breach of fiduciary duty or willful misconduct by any of the foregoing; provided, further, that the Depositor shall not be liable, directly or indirectly, for or in respect of any indebtedness evidenced or created by any Certificate, including with respect to any Enhancement, recourse as to which is limited solely to the assets of the Trust allocated for payment thereof as provided in this Agreement and any applicable Supplement; provided, further, that the Depositor shall not indemnify the Trust, the Trustee or any Beneficiary for any liabilities, cost or expense of the Trust with respect to any action taken by the Trustee at the request of any such Beneficiary to the extent the Trustee is fully indemnified by such Beneficiary with respect to such action or with respect to any Federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Trust or any Beneficiary in connection herewith to any taxing authority. In the event that the Trustee is or the Trust Assets are liable to any third party (not including the Trustee or its agents or the Holders of the Investor Certificates) for any losses, claims, damages or liabilities arising out of the holding of the Receivables or the administration of this Agreement, any Related Document or any related arrangement that are not paid out of the Trust Assets, the Depositor (as holder of the Exchangeable Certificate) agrees (i) to be liable as though the Agreement and any Supplement created a partnership under the Uniform Partnership Act and (ii)...
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Related to Depositor Indemnification

  • Director Indemnification URSI shall have obtained directors and officers liability insurance from a reputable insurance company in type and amount as is customary for companies similarly situated and URSI shall have entered into an indemnification agreement with each STOCKHOLDER, if any, who will become a director of URSI substantially in the form attached as Annex VII.

  • Servicer Indemnification The Owner shall indemnify and hold harmless from and shall reimburse the Servicer for any losses, damages, deficiencies, claims, causes of action or expenses of any nature (including, but not limited to reasonable attorneys' fees) incurred by the Servicer which arise out of or result from the Owner's gross negligence or willful failure to perform any of its obligations under this Agreement.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

  • Successor Servicer Indemnification The Servicer shall defend, indemnify and hold the Successor Servicer and any officers, directors, employees or agents of the Successor Servicer harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees, and expenses that the Successor Servicer may sustain in connection with the claims asserted at any time by third parties against the Successor Servicer which result from (i) any willful or grossly negligent act taken or omission by the Servicer or (ii) a breach of any representations of the Servicer in Section 3.02 hereof. The indemnification provided by this Section 8.08 shall survive the termination of this Agreement.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Successor Indemnification If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case may be.

  • Lessor Indemnification Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which existed as a result of Hazardous Substances on the Premises prior to the Start Date or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

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