Common use of Indemnification Against Loss Clause in Contracts

Indemnification Against Loss. 15.1 Broker hereby agrees to indemnify, hold harmless and defend AH, its agents, directors, officers, employees, successors, assigns and affiliates (collectively, the "Indemnified Parties") from and against any and all losses, causes of action, liabilities, claims, demands, obligations, damages, costs and expenses, including reasonable attorneys' and accountants' fees arising out of or in connection with any breach of Broker’s obligation(s) under this Agreement, or Broker’s gross negligence, willful misconduct, or bad faith with regard to any act or failure to act of Broker, its agents, employees, officers or shareholders. 15.2 Broker's obligation to fully indemnify AH under this Agreement shall not be affected by AH’s taking any of the following actions with or without notice to Broker: (a) liquidation, repayment, retirement, or sale or resale of any Loan; (b) foreclosure of any Loan; or (c) sale or resale of the property securing anyLoan. 15.3 In the event AH in its sole discretion, decides to exercise its right to indemnification under this Agreement, the Broker agrees to indemnify AH, its successors and/or assigns as follows: (a) The unpaid principal balance on the loan; and (b) All interest accrued but unpaid on the principal balance of the Loan from the date of funding by AH through and including the first day of the month following the month the obligation under the note is paid in full; and (c) All costs and expenses by AH in connection with the loan; including any and all fees paid to Broker and (d) All costs and expenses incurred by AH in enforcing Broker's indemnification obligation on the loan, including, without limitation, reasonable attorneys’ fees and costs of suit. 15.4 Broker hereby indemnifies AH from and against any claims, damages, costs and expenses, including attorneys’ fees and court costs, that result from inaccurate or missing disclosures of any kind required to be delivered by Broker, including Broker’s failure to accurately or completely identify all points and fees and amounts paid to Affiliated Settlement Service Providers on a Loan submitted to AH as a Qualified Mortgage, whether such inaccurate or missing disclosure is discovered by AH’s own procedures or as a result of examination by a subsequent assignee or a governmental agency.

Indemnification Against Loss. 15.1 Broker hereby agrees to indemnify, hold harmless and defend AH, its agents, directors, officers, employees, successors, assigns and affiliates (collectively, the "Indemnified Parties") from and against any and all losses, causes of action, liabilities, claims, demands, obligations, damages, costs and expenses, including reasonable attorneys' and accountants' fees arising out of or in connection with any breach of Broker’s obligation(s) under this Agreement, or BrokerXxxxxx’s gross negligence, willful misconduct, or bad faith with regard to any act or failure to act of Broker, its agents, employees, officers or shareholders. 15.2 Broker's obligation to fully indemnify AH under this Agreement shall not be affected by AH’s taking any of the following actions with or without notice to Broker: (a) liquidation, repayment, retirement, or sale or resale of any Loan; (b) foreclosure of any Loan; or (c) sale or resale of the property securing anyLoan. 15.3 In the event AH in its sole discretion, decides to exercise its right to indemnification under this Agreement, the Broker agrees to indemnify AH, its successors and/or assigns as follows: (a) The unpaid principal balance on the loan; and (b) All interest accrued but unpaid on the principal balance of the Loan from the date of funding by AH through and including the first day of the month following the month the obligation under the note is paid in full; and (c) All costs and expenses by AH in connection with the loan; including any and all fees paid to Broker and (d) All costs and expenses incurred by AH in enforcing BrokerXxxxxx's indemnification obligation on the loan, including, without limitation, reasonable attorneys’ fees and costs of suit. 15.4 Broker hereby indemnifies AH from and against any claims, damages, costs and expenses, including attorneys’ fees and court costs, that result from inaccurate or missing disclosures of any kind required to be delivered by Broker, including Broker’s failure to accurately or completely identify all points and fees and amounts paid to Affiliated Settlement Service Providers on a Loan submitted to AH as a Qualified Mortgage, whether such inaccurate or missing disclosure is discovered by AH’s own procedures or as a result of examination by a subsequent assignee or a governmental agency.

Indemnification Against Loss. 15.1 Broker hereby agrees to indemnify, hold harmless and defend AH, its agents, directors, officers, employees, successors, assigns and affiliates (collectively, the "Indemnified Parties") from and against any and all losses, causes of action, liabilities, claims, demands, obligations, damages, costs and expenses, including reasonable attorneys' and accountants' fees arising out of or in connection with any breach of Broker’s obligation(s) under this Agreement, or Broker’s gross negligence, willful misconduct, or bad faith with regard to any act or failure to act of Broker, its agents, employees, officers or shareholders. 15.2 Broker's obligation to fully indemnify AH under this Agreement shall not be affected by AH’s taking any of the following actions with or without notice to Broker: (a) liquidation, repayment, retirement, or sale or resale of any Loan; (b) foreclosure of any Loan; or (c) sale or resale of the property securing anyLoanany Loan. 15.3 If any of the first six (6) payments to AH, its successors and/or assigns becomes more than ninety (90) days delinquent, AH, at its sole option, may require Broker to indemnify AH against or make whole any losses to AH on such Loan. The decision to indemnify is in AH’s sole discretion. In the event AH in its sole discretion, decides to exercise its right to indemnification under this AgreementSection 15.3, the Broker agrees to indemnify AH, its successors and/or assigns as follows: (a) The unpaid principal balance on the loan; and (b) All interest accrued but unpaid on the principal balance of the Loan from the date of funding by AH through and including the first day of the month following the month the obligation under the note is paid in full; and (c) All costs and expenses by AH in connection with the loan; including any and all fees paid to Broker and (d) All costs and expenses incurred by AH in enforcing Broker's indemnification obligation on the loan, including, without limitation, reasonable attorneys’ fees and costs of suit. 15.4 Broker hereby indemnifies AH from and against any claims, damages, costs and expenses, including attorneys’ fees and court costs, that result from inaccurate or missing disclosures of any kind required to be delivered by Broker, including Broker’s failure to accurately or completely identify all points and fees and amounts paid to Affiliated Settlement Service Providers on a Loan submitted to AH as a Qualified Mortgage, whether such inaccurate or missing disclosure is discovered by AH’s own procedures or as a result of examination by a subsequent assignee or a governmental agency.

Indemnification Against Loss. 15.1 Broker hereby agrees to indemnify, hold harmless and defend AHArc, its agents, directors, officers, employees, successors, assigns and affiliates (collectively, the "Indemnified Parties") from and against any and all losses, causes of action, liabilities, claims, demands, obligations, damages, costs and expenses, including reasonable attorneys' and accountants' fees arising out of or in connection with (i) any breach or alleged breach of Broker’s obligation(s) under this Agreement, (ii) Arc determines that Broker failed to observe or Brokerperform any of the representations, warranties, covenants, obligations or agreements contained in this Agreement or any applicable requirements with respect to any Loan; (iii) Arc receives a repurchase notification from any third party investor of alleged fraud and determines the repurchase request is based on actual fraud or misrepresentation with respect to the Loan; (iv) Arc independently determines that Broker or any third party committed fraud or misrepresentation with respect to the Loan or otherwise aided, abetted or assisted in the commission of fraud or misrepresentation by any third party with respect to the Loan, and/or (v) Xxxxxx’s gross negligence, willful misconduct, or bad faith with regard to any act or failure to act of Broker, its agents, employees, officers or shareholders. 15.2 Broker's obligation to fully indemnify AH Arc under this Agreement shall be in addition to any other rights or remedies under this Agreement, including but not limited to repurchase, and shall not be affected by AHArc’s taking any of the following actions with or without notice to Broker: (a) liquidation, repayment, retirement, or sale or resale of any Loan; (b) foreclosure of any Loan; or (c) sale or resale of the property securing anyLoanany Loan. 15.3 In the event AH in its sole discretion, decides to exercise its right to indemnification under this Agreement, the Broker agrees to indemnify AH, its successors and/or assigns as follows: (a) The unpaid principal balance on the loan; and (b) All interest accrued but unpaid on the principal balance of the Loan from the date of funding by AH through and including the first day of the month following the month the obligation under the note is paid in full; and (c) All costs and expenses by AH in connection with the loan; including any and all fees paid to Broker and (d) All costs and expenses incurred by AH in enforcing Broker's indemnification obligation on the loan, including, without limitation, reasonable attorneys’ fees and costs of suit. 15.4 Broker hereby indemnifies AH Arc from and against any claims, damages, costs and expenses, including attorneys’ fees and court costs, that result from inaccurate or missing disclosures of any kind required to be delivered by BrokerXxxxxx, including BrokerXxxxxx’s failure to accurately or completely identify all points and fees and amounts paid to Affiliated Settlement Service Providers on a Loan submitted to AH Arc as a Qualified Mortgage, whether such inaccurate or missing disclosure is discovered by AHXxx’s own procedures or as a result of examination by a subsequent assignee or a governmental agency. 15.4 Any cause of action against the Broker relating to or arising out of the breach of any representations and warranties made in Sections 14 and 15 shall accrue as to any Loan upon (i) discovery of such breach by Arc or notice thereof by Broker to Arc, (ii) failure by Broker to cure such breach or repurchase such Loan as specified above, and (iii) demand upon Broker by Arc for compliance with this Agreement. 15.5 With respect to any representation or warranty set forth in Sections 14 and 15 that is made to the Broker’s knowledge or to the best of the Broker’s knowledge, if it is discovered that the substance of such representation or warranty was, as of the time made or deemed made, inaccurate and such inaccuracy materially and adversely affects the value of the related Loan or the interest of Arc in such Loan, Arc shall be entitled to all the remedies to which it would be entitled for a breach of representation or warranty, including without limitation, the repurchase and indemnification requirements contained herein, notwithstanding Broker’s lack of knowledge with respect to the inaccuracy at the time the representation was made. 15.6 Arc may offset or recoup against any amount due and owing from Arc to Broker, whether pursuant to this Agreement or any other contract or instrument between Arc and Broker, any outstanding amounts owed to Arc by Broker or any affiliate of Broker.