Common use of Indemnification by Asset Representations Reviewer Clause in Contracts

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the AdministratorOwner Trustee, the Owner Trustee Trust Collateral Agent and the Indenture Trustee (both in its individual capacity and in its capacity as Trustee on behalf of the Noteholders) and their respective directors, officers, employees and agents for all feescosts, expenses, losses, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (ai) the willful misconduct, fraud, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and Agreement; (bii) the Asset Representations Reviewer’s breach of any of its representations or warranties in or other obligations under this Agreement; (iii) its breach of confidentiality obligations or (iv) any third party intellectual property claim. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the AdministratorOwner Trustee, the Owner Trustee Collateral Agent and the Indenture Trustee (both in its individual capacity and in its capacity as Indenture Trustee on behalf of the Noteholders) and their respective directors, officers, employees and agents for all feescosts, expenses, losses, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (ai) the willful misconduct, fraud, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and (bii) the Asset Representations Reviewer’s breach of any of its representations or warranties in or other obligations under this AgreementAgreement (iii) its breach of confidentiality obligations or (iv) any third party intellectual property claim. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the SellerDepositor, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities (includingincluding the fees and expenses of defending itself against any loss, but not limited to, reasonable legal fees, costs damage or liability and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit proceedings brought by such indemnified parties) of any that Person to enforce the indemnification or other obligation obligations of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the SellerDepositor, the Servicer, the AdministratorOwner Trustee, the Owner Delaware Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities (includingincluding the fees and expenses of defending itself against any loss, but not limited to, reasonable legal fees, costs damage or liability and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit proceedings brought by such indemnified parties) of any that Person to enforce the indemnification or other obligation obligations of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the AdministratorOwner Trustee, the Owner Trustee Trust Collateral Agent and the Indenture Trustee (both in its individual capacity and in its capacity as Trustee on behalf of the Noteholders) and their respective directors, officers, employees and agents for all feescosts, expenses, losses, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (ai) the willful misconduct, fraud, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and (bii) the Asset Representations Reviewer’s breach of any of its representations or warranties in or other obligations under this AgreementAgreement (iii) its breach of confidentiality obligations or (iv) any third party intellectual property claim. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the SellerDepositor, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities (includingincluding the fees and expenses of defending itself against any loss, but not limited to, reasonable legal fees, costs damage or liability and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit proceedings brought by such indemnified parties) of any that Person to enforce the indemnification or other obligation obligations of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s 's breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s 's obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the AdministratorIssuer Owner Trustee, the Owner Trustee Collateral Agent and the Indenture Trustee (both in its individual capacity and in its capacity as Indenture Trustee on behalf of the Noteholders) and their respective directors, officers, employees and agents for all feescosts, expenses, losses, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (ai) the willful misconduct, fraud, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and (bii) the Asset Representations Reviewer’s breach of any of its representations or warranties in or other obligations under this AgreementAgreement (iii) its breach of confidentiality obligations or (iv) any third party intellectual property claim. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the SellerDepositor, the Servicer, the AdministratorOwner Trustee, the Owner Delaware Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities (includingincluding the fees and expenses of defending itself against any loss, but not limited to, reasonable legal fees, costs damage or liability and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit proceedings brought by such indemnified parties) of any that Person to enforce the indemnification or other obligation obligations of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s 's breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s 's obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the AdministratorOwner Trustee, the Owner Trustee Trust Collateral Agent and the Indenture Trustee (both in its individual capacity and in its capacity as Trustee on behalf of the Noteholders) and their respective directors, officers, employees and agents for all feescosts, expenses, losses, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (ai) the willful misconduct, fraud, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and Agreement; (bii) the Asset Representations Reviewer’s breach of any of its representations or warranties in or other obligations under this Agreement; (iii) its breach of confidentiality obligations or (iv) any third-party intellectual property claim. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the SellerDepositors, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities (includingincluding the fees and expenses of defending itself against any loss, but not limited to, reasonable legal fees, costs damage or liability and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit proceedings brought by such indemnified parties) of any that Person to enforce the indemnification or other obligation obligations of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Subject to the limitations set forth in Section 4.4, the Asset Representations Reviewer will indemnify each of the IssuerTrust, the SellerDepositor, the Administrator, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee Master Collateral Agent and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities (includingdamages, but not limited toliabilities, reasonable attorney’s fees and other legal feescosts (including the fees and expenses of defending itself against any loss, costs damage or liability and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit proceedings brought by such indemnified parties) of any that Person to enforce the indemnification or other obligation obligations of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or gross negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer Trust and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the IssuerIssuing Entity, the SellerDepositor, the Servicer, the AdministratorSponsor, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all feescosts, expenses (including reasonable attorneys’ fees and expenses), losses, damages and liabilities (includingliabilities, but not limited to, reasonable including legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any the enforcement (including any action, claim, or suit brought by such indemnified parties) Person of any indemnification or other obligation of the Asset 8 (NALT 2023-B Asset Representations Review Agreement) Representations Reviewer) , resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer Issuing Entity and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the IssuerIssuing Entity, the SellerDepositor, the Servicer, the AdministratorSponsor, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all feescosts, expenses (including reasonable attorneys’ fees and expenses), losses, damages and liabilities (includingliabilities, but not limited to, reasonable including legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any the enforcement (including any action, claim, or suit brought by such indemnified parties) Person of any indemnification or other obligation of the Asset 8 (NALT 2023-A Asset Representations Review Agreement) Representations Reviewer) , resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer Issuing Entity and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the IssuerIssuing Entity, the SellerDepositor, the Servicer, the AdministratorSponsor, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all feescosts, expenses (including reasonable attorneys’ fees and expenses), losses, damages and liabilities (includingliabilities, but not limited to, reasonable including legal fees, costs and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any the enforcement (including any action, claim, or suit brought by such indemnified parties) Person of any indemnification or other obligation of the Asset 8 (NALT 2022-A Asset Representations Review Agreement) Representations Reviewer) , resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer Issuing Entity and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the AdministratorOwner Trustee, the Owner Trustee Trust Collateral Agent and the Indenture Trustee (both in its individual capacity and in its capacity as Trustee on behalf of the Noteholders) and their respective directors, officers, employees and agents for all feescosts, expenses, losses, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (ai) the willful misconduct, fraud, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and Agreement, (bii) the Asset Representations Reviewer’s breach of any of its representations or warranties in or other obligations under this Agreement, (iii) its breach of confidentiality obligations or (iv) any third party intellectual property claim. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the IssuerIssuing Entity, [the Grantor Trust,] World Omni, the SellerDepositor, the Servicer, the Administrator, the Owner Trustee Trustee[, the Grantor Trust Trustee] and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities (including reasonable and documented legal fees and expenses including, but not limited towithout limitation, reasonable any legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought brought) by such an indemnified parties) party of any indemnification or other obligation of the Asset Representations ReviewerReviewer and other amounts owed thereto pursuant to this Agreement) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and Agreement, (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement or (c) the Asset Representation Reviewer’s breach of any of its obligations in Sections 4.08 and 4.09 of this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 4.04 will survive the termination or assignment of this Agreement, the termination of the Issuer Issuing Entity [and the Grantor Trust] and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the AdministratorOwner Trustee, the Owner Trustee Trust Collateral Agent and the Indenture Trustee (both in its individual capacity and in its capacity as Trustee on behalf of the Noteholders) and their respective directors, officers, employees and agents for all feescosts, expenses, losses, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (a) the willful misconduct, fraud, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in or other obligations under this AgreementAgreement (c) its breach of confidentiality obligations or (d) any third party intellectual property claim. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the IssuerTrust, the SellerDepositor, the Administrator, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee Master Collateral Agent and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities (includingdamages, but not limited toliabilities, reasonable attorney’s fees and other legal feescosts (including the fees and expenses of defending itself against any loss, costs damage or liability and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit proceedings brought by such indemnified parties) of any that Person to enforce the indemnification or other obligation obligations of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or gross negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer Trust and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the SellerDepositor, the Administrator, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities (includingdamages, but not limited toliabilities, reasonable attorney’s fees and other legal feescosts (including the fees and expenses of defending itself against any loss, costs damage or liability and expenses, and including any such reasonable fees, costs fees and expenses incurred in connection with any enforcement (including any action, claim, or suit proceedings brought by such indemnified parties) of any that Person to enforce the indemnification or other obligation obligations of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or gross negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Indemnification by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee (both in its individual capacity and in its capacity as Indenture Trustee on behalf of the Noteholders) and their respective directors, officers, employees and agents for all feescosts, expenses, losses, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (ai) the willful misconduct, fraud, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and Agreement, (bii) the Asset Representations Reviewer’s breach of any of its representations or warranties in or other obligations under this Agreement, (iii) its breach of confidentiality obligations or (iv) any third party intellectual property claim. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.