Common use of Indemnification by Asset Representations Reviewer Clause in Contracts

Indemnification by Asset Representations Reviewer. To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless the Transferor, the Account Owners, TRS, the Servicer and the Indenture Trustee, and each of their officers, directors, employees, and agents (each an “Indemnified Amex Person”), from and against any and all Indemnifiable Amounts of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Amex Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement or the Asset Representations Reviewer’s material breach of any of its representations or warranties or obligations in this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Amex Person from and against any Indemnifiable Amounts arising or resulting from (i) the Indemnified Amex Person’s own willful misconduct, bad faith or negligence, or (ii) the inaccuracy of any representation or warranty made by the Indemnified Amex Person.

Indemnification by Asset Representations Reviewer. To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless the Transferor, the applicable Account OwnersOwner, TRS, the Servicer and the Indenture Trustee, and each of their officers, directors, employees, and agents (each an “Indemnified Amex Person”), from and against any and all Indemnifiable Amounts of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Amex Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement or the Asset Representations Reviewer’s material breach of any of its representations or warranties or obligations in this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Amex Person from and against any Indemnifiable Amounts arising or resulting from (i) the Indemnified Amex Person’s own willful misconduct, bad faith or negligence, or (ii) the inaccuracy of any representation or warranty made by the Indemnified Amex Person.

Indemnification by Asset Representations Reviewer. (a) To the fullest extent permitted by law, the Asset Representations Reviewer shall indemnify and hold harmless each of the TransferorIssuer, [the Grantor Trust, the Account Owners, TRSGrantor Trust Trustee,] the Owner Trustee, the Servicer Servicer, the Sponsor and the Indenture Trustee, and each of their its respective officers, directors, employeessuccessors, assigns, legal representatives, agents, and agents servants (each an “Indemnified Amex Person”), from and against any and all Indemnifiable Amounts liabilities, obligations, losses, damages, penalties, taxes, claims, actions, investigations, proceedings, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed on, incurred by, or asserted at any time against an Indemnified Amex Person (whether or not also indemnified against by any other person) which arose out of the negligence, willful misconduct or bad faith of the Asset Representations Reviewer in the performance of its obligations and duties under this Agreement or the Asset Representations Reviewer’s material breach of any of its representations or warranties or obligations in this Agreement; provided, however, that the Asset Representations Reviewer shall not be liable for or required to indemnify an Indemnified Amex Person from and against any Indemnifiable Amounts expenses arising or resulting from (i) the Indemnified Amex Person’s own willful misconduct, bad faith or negligence, or (ii) the inaccuracy breach of any representation representation, warranty or warranty covenant made by the Indemnified Amex Person.