Common use of Indemnification by Dealer Clause in Contracts

Indemnification by Dealer. Dealer shall indemnify, defend, and hold harmless CPS, its agents, successors, and assigns from and against all “Losses” from any “Claims” brought against CPS relating to the Contract or the underlying Vehicle; provided, however, that such indemnity shall only apply to Claims that arise out of Dealer’s breach of its representations, warranties or covenants herein, or out of breach of Dealer’s obligations to Buyer. “Losses” means liabilities assessed in a judicial, arbitral or administrative proceeding and include reasonable attorney fees and expenses incurred in such a proceeding or incurred in efforts to avoid such a proceeding. “Claims” means allegations that CPS has a legally enforceable liability, whether raised affirmatively or by way of defense. CPS may tender to Dealer the defense of any such indemnified Claim to Dealer, in which case Dealer, through its counsel, shall defend such Claim on behalf of Dealer and of CPS; alternatively, CPS at its sole discretion may retain its own counsel, in which case Dealer shall pay as incurred the costs and expenses of such defense.

Indemnification by Dealer. Dealer shall indemnify, defend, and hold harmless CPSPronto Financing, its agents, successors, and assigns from and against all “Losses” from any “Claims” brought against CPS Pronto Financing relating to the Contract or the underlying Vehicle; provided, however, that such indemnity shall only apply to Claims that arise out of DealerDeale’s breach of its representations, warranties or covenants herein, or out of breach of Dealer’s obligations to Buyer. “Losses” means liabilities assessed in a judicial, arbitral or administrative proceeding and include reasonable attorney fees and expenses incurred in such a proceeding or incurred in efforts to avoid such a proceeding. “Claims” means allegations that CPS Pronto Financing has a legally enforceable liability, whether raised affirmatively or by way of defense. CPS Pronto Financing may tender to Dealer the defense of any such indemnified Claim to Dealer, in which case Dealer, through its counsel, shall defend such Claim on behalf of Dealer and of CPSPronto Financing; alternatively, CPS Pronto Financing at its sole discretion may retain its own counsel, in which case Dealer shall pay as incurred the costs and expenses of such defense.