Indemnification and Repurchase Sample Clauses

Indemnification and Repurchase. Correspondent acknowledges that GMACM shall have relied upon the representations and warranties expressed in this Agreement and the Correspondent Manual. All of Correspondent's representations and warranties are and shall be true and shall survive as provided in Paragraph 7 herein. No representation or warranty made by Correspondent in connection with the purchase of each Loan by GMACM contains any untrue statement of any material fact or fails to state any material fact necessary to make such representation or warranty not misleading. In addition to any other remedies of GMACM set forth herein or in the Correspondent Manual, Correspondent shall repurchase applicable Loans and shall indemnify and hold GMACM harmless from losses (Including the loss of servicing rights), damages, deficiencies, claims or expenses (including reasonable attorneys' fees) incurred by GMACM to the extent required by and in accordance with the provisions of the Correspondent Manual. In addition to all other remedies available to it, GMACM shall be entitled to offset any amounts it owes Correspondent by any amounts Correspondent is required to pay to GMACM under this section and the sections of the Correspondent Manual relating to Repurchase and Indemnification. The indemnity provided in this Section shall remain in full force and effect regardless of any investigation made by GMACM or its representatives or any cancellation of this Agreement, and shall survive this Agreement as to each Loan for so long as any amount due from the Borrower remains outstanding and unpaid. Upon receipt of notice of claim covered by any indemnity or other indemnity in this Agreement, whether such claim appears to be valid or not, Correspondent shall immediately assume the representation of GMACM and the defense of such claim at its own cost and expense to the satisfaction of GMACM, with counsel approved by GMACM, and Correspondent shall be directly responsible for the payment of any settlement, award or judgment relating to such claim.
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Indemnification and Repurchase. (a) Except as otherwise modified by the limited nonrecourse provisions of Exhibit B, Correspondent agrees that upon the occurrence of any of the following, upon MSC’s written request, Correspondent shall repurchase, at the Repurchase Price as set forth in the Seller’s Guide, any Mortgage Loan sold by Correspondent to MSC, within thirty (30) days of the issuance of the written repurchase request:
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Indemnification and Repurchase. Seller shall indemnify, defend, and hold Purchaser and its officers, directors, managers, agents, partners, members, shareholders, controlling entities, and employees (collectively, “Indemnitees”), harmless from and against any liability, claim, cost, loss, judgment, damage, or expense (including reasonable attorneys’ fees and expenses) (“Losses”) that any Indemnitee incurs or suffers (a) as a result of, or arising out of, a breach of any of Seller’s representations, warranties, covenants, or agreements in the Transaction Documents, and / or (b) if caused by the Seller, in connection with the Claims and / or (c) as a result of third-party discovery proceedings relating to the Claims and / or the Transaction Documents; provided that, any amounts paid to Indemnitees pursuant to subclauses (b) and (c) above shall be limited to $[ꞏ].
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Indemnification and Repurchase. Seller shall indemnify, defend, and hold Purchaser and its officers, directors, managers, agents, partners, members, shareholders, controlling entities, and employees (collectively, “Indemnitees”), harmless from and against any liability, claim, cost, loss, judgment, damage, or expense (including reasonable attorneys’ fees and expenses) (“Losses”) that any Indemnitee incurs or suffers (a) as a result of, or arising out of, a breach of any of Seller’s representations, warranties, covenants, or agreements in the Transaction Documents, and/or (b) in connection with the Litigation, including as a result of third-party discovery proceedings. In addition, in the event of (i) a breach of any of Seller’s representations and warranties in the Transaction Documents, or (ii) a breach of any of Seller’s covenants or agreements in the Transaction Documents that continues unremedied for a period of ten (10) business days after written notice thereof (or three (3) business days, with respect to a default in the payment of any amount owed under the Transaction Documents), Purchaser shall have the right, in addition to any other rights or remedies, to require Seller to repurchase the Transferred Rights for an amount equal to (x) the Purchase Price less any amounts thereof already paid to Purchaser, plus (y) interest on the Purchase Price at a rate of 30.0% per annum, accruing daily and compounding annually, plus (z) any Losses resulting from or arising out of such breach.
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Indemnification and Repurchase. Dealer unconditionally agrees to repurchase from National Auto any Contract bought by National Auto and pay National Auto, upon demand, the full amount unpaid under the Contract and all other indebtedness then due from Buyer thereon, plus any Dealer Fee or Flat Fee remitted to Dealer for the Contract, together with any costs, expenses and attorney fees incurred by National Auto or expended in attempts to enforce the terms of the Contract upon the occurrence of any of the following events:
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Indemnification and Repurchase 
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Related to Indemnification and Repurchase

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Sellers Each Seller (each an “Indemnifying Party”) agrees to jointly and severally, indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.

  • Indemnification and Reimbursement by Buyer Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with:

  • Indemnification by Parent Parent shall indemnify and hold harmless the Company and the Stockholders (collectively, the “Company Indemnified Parties”), and shall reimburse the Company Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys’ fees) or diminution of value (collectively, “Damages”) arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations and warranties of Parent and Acquisition Corp. in this Agreement or in any certificate delivered by Parent and Acquisition Corp. to the Company pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by Parent or Acquisition Corp. to perform or comply in any material respect with any covenant or agreement in this Agreement, (c) any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such party with Parent or Acquisition Corp. in connection with any of the transactions contemplated by this Agreement, (d) Taxes attributable to any transaction or event occurring on or prior to the Closing, (e) any claim relating to or arising out of any Liabilities of either Parent or Acquisition Corp. on or prior to Closing or with respect to accounting fees arising thereafter, or (f) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or operations of Parent, or the actions of Parent or any holder of Parent capital stock prior to the Effective Time.

  • Indemnification and Related Matters Section 8.01

  • Indemnification and Waiver Except as provided in Section 10.5 or to the extent due to the negligence, willful misconduct or violation of this Lease by Landlord or the Landlord Parties, Tenant hereby assumes all risk of damage to property in, upon or about the Premises from any cause whatsoever (including, but not limited to, any personal injuries resulting from a slip and fall in, upon or about the Premises) and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (collectively, “Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause in, on or about the Premises (including, but not limited to, a slip and fall), any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the Project or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing indemnity and release shall not apply to the negligence or willful misconduct of Landlord or its agents, employees, contractors, licensees or invitees, or Landlord’s violation of this Lease. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant’s occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as reasonable appraisers’, accountants’ and attorneys’ fees. Notwithstanding anything to the contrary in this Lease, Landlord shall not be released or indemnified from, and shall indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, claims, attorneys’ fees, costs and expenses arising from the gross negligence or willful misconduct of Landlord or its agents, contractors, licensees or invitees, or a violation of Landlord’s obligations or representations under this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

  • Indemnification by Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • Indemnification by Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification and Reimbursement a. (i) The Company agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's failure to perform any covenant or agreement contained in this Agreement or the Purchaser's or its officer's, director's, employee's, agent's or Purchaser Control Person's negligence, recklessness or bad faith in performing its obligations under this Agreement.

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