Indemnification by Each Seller. (a) Each Seller shall defend, indemnify and hold harmless the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup Servicer and the Noteholders for any liability as a result of the failure of a Receivable listed on the Schedule of Receivables delivered by such Seller to be originated in compliance with all requirements of law and for any breach of any of its representations and warranties contained herein;
(b) Each Seller shall defend, indemnify and hold harmless the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup Servicer and the Noteholders from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from the use, ownership, or operation by such Seller or any Affiliate thereof of a Financed Vehicle;
(c) The Sellers, jointly and severally, shall defend, indemnify, and hold harmless the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup Servicer and the Noteholders from and against any and all taxes, except for taxes on the net income of the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup Servicer and the Noteholders, that may at any time be asserted against the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup Servicer and the Noteholders, with respect to the transactions contemplated herein, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes and costs and expenses in defending against the same;
(d) Each Seller agrees to pay, and to defend, indemnify and hold harmless the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup Servicer and the Noteholders from, any taxes which may at any time be asserted against such Persons with respect to, and as of the date of, the conveyance or ownership of the Receivables listed on the Schedule of Receivables delivered by such Seller or the Other Conveyed Property hereunder or the assignment of such Receivables or the Other Conveyed Property under the Indenture or the issuance and original sale of the Notes, including, without limitation, any sales, gross receipts, personal property, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes, arising out of the transactions contemplated hereby or transfer taxes arising in connection with the transfer of Notes) and costs and expe...
Indemnification by Each Seller. From and after the Closing, and subject to the terms of this Agreement, each Seller, severally, and neither jointly nor jointly and severally, shall for itself only and not with respect to any other Seller, and only with respect to the Shares to be sold by such Seller hereunder, indemnify and hold harmless the Purchaser and its affiliates (collectively, the “Purchaser Indemnified Parties”) against, and reimburse any Purchaser Indemnified Party for, all losses, liabilities, demands, damages, obligations, settlement amounts, out-of-pocket costs and expenses (including, without limitation, the reasonable fees of outside counsel) that are actually imposed on or otherwise actually incurred or suffered by the specified person (collectively, “Losses”) that such Purchaser Indemnified Party may suffer or incur, or become subject to, as a result of (a) the failure of any representations or warranties made by such Seller in this Agreement to be true and correct as of the Closing and (b) any breach or failure by such Seller to perform any of its covenants or agreements contained in this Agreement.
Indemnification by Each Seller. Seller does hereby indemnify and hold Buyer harmless from and against the following:
(a) any and all losses, claims, liabilities, damages, deficiencies, costs or expenses suffered or incurred by Buyer or its Affiliates resulting from any untrue representation, breach of warranty or non-fulfillment of any covenant or agreement by Seller contained in this Agreement, any document delivered by Seller pursuant to this Agreement, or in any statement, exhibit, schedule or certificate furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions provided for herein; and
(b) any and all actions, suits, proceedings, claims, complaints, demands, assessments, judgments, costs and expenses suffered or incurred by Buyer or its Affiliates, including reasonable attorneys' fees and disbursements, incident to any of the foregoing.
Indemnification by Each Seller. Each of the Sellers hereby agrees to severally indemnify, defend and hold harmless the Purchaser (including its officers, employees, directors, Sellers, assigns and successors) from and against any and all claims, actions, deficiencies, assessments, liabilities, losses, damages, costs, expenses, judgments and settlements against the Company and/or the Purchaser, including reasonable legal fees, of any kind (collectively, “Claims”) relating to or arising out of or in connection with or incidental to any breach by such Seller of any representation or warranty under Article 4.01 of this Agreement. The indemnification obligations described herein shall survive the termination, rescission or expiration of this Agreement. For the purpose of this Article 6.01, any damages or losses to the Company shall be deemed as the losses or damages to the Purchaser.
Indemnification by Each Seller. Without limiting the rights of Buyer under Section 8.1(a), each Seller shall indemnify and hold harmless Buyer from and against any and all Losses arising out of, related to or in connection with:
(i) any breach or inaccuracy of any representation or warranty made by such Seller in Article III of this Agreement;
(ii) any breach or nonperformance of any covenant or obligation of such Seller in this Agreement; or
(iii) any fraud, intentional misrepresentation or willful misconduct by such Seller.
Indemnification by Each Seller. Each Seller, shall severally and not jointly be liable for and shall indemnify and hold the Purchaser harmless from and against all claims, actions, damages, costs, expenses and liabilities (including reasonable attorneys’ fees incident to the foregoing) (collectively referred to as “Damages”) actually incurred by the Purchaser and resulting from or arising out of:
8.1.1 the failure of the representations and warranties of the Seller contained in Sections 3 of the Agreement to have been true at the Closing;
8.1.2 the failure of the Seller to comply in all material respects with any of the Seller’s covenants contained in the Agreement, specifically as set out in Section 6.3, 6.4, 6.5 and 6.6;
Indemnification by Each Seller. After the Closing, each Seller, severally and not jointly, shall indemnify Buyer and its respective directors, officers, employees and agents (each a “Buyer Indemnitee”) from and against any and all claims, including third party claims (including, without limitation, any investigation, action or other proceeding), damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) (“Losses”) that constitute, or arise out of or in connection with:
(a) any misrepresentation or breach of warranty by such Seller under Article 3 (a “Seller Warranty Breach”); or
(b) any default by the Seller in the performance or observance of any of his, her or its covenants or agreements under this Agreement.
Indemnification by Each Seller. Each Seller, jointly and severally, agrees to indemnify, defend and hold the Corporation, its shareholders, directors, officers and employees harmless from and against any and all demands, claims, actions, assessments, losses, liabilities, obligations, damages, recoveries, deficiencies, interest, penalties, costs and expenses, and reasonable legal fees, expenses, costs and disbursements (collectively, “Indemnification Liabilities”) incurred in connection therewith and in seeking indemnification therefor, resulting from, arising out of, or imposed upon or incurred by the Corporation and/or its shareholders, directors, officers and employees by reason of (a) any breach of any representation or warranty made by any Seller within this Agreement; (b) the breach of any covenant, agreement, or obligation of any Seller contained in this Agreement; or (c); the findings by any federal or state regulatory, judicial, administrative or other or governmental body or agency, or similar self-regulated body or agency, that any Seller committed an illegal or fraudulent act relating to his or her role as an officer, director, employee, consultant or shareholder of the Corporation, or the entry by such Seller into a settlement or similar agreement with such federal or state regulatory, judicial, administrative, or other governmental body or agency, or similar self-regulated body or agency, where there is an admission of an illegal or fraudulent act relating to Seller’s role as an officer, director, employee, consultant or shareholder of the Corporation.
Indemnification by Each Seller. Subject to the limitations set forth in this Article VII, each Seller shall severally and not jointly indemnify and hold harmless the Buyer Indemnified Persons from and against any Damages resulting from the following: (i) any breach of any of the representations and warranties made by such Seller in Article III; (ii) any breach of or default in connection with any of the covenants or agreements made by such Seller in this Agreement; and (iii) any Liability for any Taxes (A) of such Seller, (B) in respect of such Seller’s Shares (whether Taxes of the Company, such Seller or otherwise), including as to the issuance of such Shares to such Seller or the vesting of such Shares, and (C) in respect of the transactions contemplated by this Agreement to the extent applicable to Seller (including delivery of shares of Buyer’s Common Stock to such Seller in payment for such Seller’s Shares).
Indemnification by Each Seller. Subject to the provisions of Section 10.5 and Section 10.6, each Seller shall, severally and not jointly, indemnify and hold the Parent Indemnified Parties harmless, from and pay any and all Damages directly or indirectly resulting from, relating to, arising out of, or attributable to any one of the following:
(i) Any Breach of any representation or warranty such Seller has made in ARTICLE IV, the certificate provided pursuant to Section 2.4(a)(ii), or any Transaction Document, as if such representation or warranty were made on and as of the Equity Closing Date (except for representations and warranties made as of a specified date, which shall be deemed to have been made only as of such specified date); and
(ii) Any Breach by such Seller of any covenant or obligation of such Seller in this Agreement or the Transaction Documents.
