Indemnification by each Seller. Seller does hereby indemnify and hold Buyer harmless from and against the following:
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;
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. 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:
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:
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:
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. Each Seller shall additionally indemnify and hold the Buyer Indemnified Parties harmless from and against, and agrees to defend promptly each of the Buyer Indemnified Parties from and reimburse each of the Buyer Indemnified Parties for, any and all Indemnified Costs that any of the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with:
Indemnification by each Seller. Subject to the limitations set out in this Article 10, each Seller jointly with its Principal, if any, shall, severally (and not jointly nor jointly and severally) indemnify and hold harmless the Purchaser and, after Closing, the Acquired Entities and their respective employees, directors, officers, representatives and Affiliates (collectively and together with the Purchaser, the “Purchaser Indemnified Persons”) from and against any loss, liability, obligation, claim, damage, prosecution, judgment, penalty, fine, cost or expense (whether or not involving a third party claim), including costs and charges associated with any investigation and defence and the full amount of all legal fees and other professional fees (collectively, “Damages”), suffered by, imposed upon, or asserted against, the Purchaser or any other Purchaser Indemnified Persons as a result of, in respect of, connected with, or arising out of:
Indemnification by each Seller. For 18 months from the date hereof, each Seller agrees, solely with respect to each Business sold by it, to indemnify Purchasers or Permitted Assignee with respect to, and hold Purchasers or Permitted Assignee harmless from, any loss, liability, damage, cost or expense including, but not limited to, reasonable legal fees and expenses and any tax liabilities of Sellers, Columbus, Greystone or Montclair LLC, or of any member of the consolidated federal income tax group of which Sellers are members for any period ending on Closing Date or for any tax liability allocable to the portion of any Straddle Period ending as of the Closing Date (collectively, the "Losses") which Purchasers or any Permitted Assignee may incur or suffer from a third party claim which results from or arises out of the inaccuracy of any representation or warranty made by such Seller in this Agreement (unless any inaccuracy is corrected by such Seller prior to Closing in a supplement to any schedule hereto) or Purchasers or any equity holder, officer or director of any Purchaser, any Permitted Assignee, or any equity holder, officer or director of any Permitted Assignee knew or should have known, at any time prior to the Closing, of such inaccuracy.
