Common use of Indemnification by Each Seller Clause in Contracts

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 expenses in defending against the same; (e) FEFG 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 loss, liability or expense incurred by reason of the violation by each Seller of federal or state securities laws in connection with the registration or the sale of the Notes; (f) 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 loss, liability or expense imposed upon, or incurred by, the Issuer, the Trustee, or Noteholders as a result of the failure of any Receivable listed on the Schedule of Receivables delivered by such Seller or any Other Conveyed Property, or the sale of the related Financed Vehicle, to comply with all requirements of applicable law; and (g) 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 to the extent that such cost, expense, loss, damage, claim or liability arose out of, or was imposed upon the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup Servicer or the Noteholders through, the negligence, misfeasance, or bad faith of such Seller in the performance of its duties under this Agreement, or by reason of disregard of such Seller's obligations and duties under this Agreement; (h) Notwithstanding the indemnity provisions contained in Sections 2.13(a)-(g) above, no Seller shall be required to indemnify the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup Servicer or the Noteholders against any tax, costs, expenses, losses, damages, claims or liabilities to the extent the same shall be due to (i) the misfeasance, bad faith or gross negligence of such party, or (ii) (except as to the Trustee) recourse for uncollectible or uncollected Receivables. Indemnification under this Section shall survive the termination of this Agreement and shall include fees and expenses of litigation. These indemnity obligations shall be in addition to any obligation that any Seller may otherwise have.

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 expenses in defending against the same; (e) FEFG 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 loss, liability or expense incurred by reason of the violation by each Seller of federal or state securities laws in connection with the registration or the sale of the Notes; (f) 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 loss, liability or expense imposed upon, or incurred by, the Issuer, the Trustee, or Noteholders as a result of the failure of any Receivable listed on the Schedule of Receivables delivered by such Seller or any Other Conveyed Property, or the sale of the related Financed Vehicle, to comply with all requirements of applicable law; and (g) 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 to the extent that such cost, expense, loss, damage, claim or liability arose out of, or was imposed upon the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup Servicer or the Noteholders through, the negligence, misfeasance, or bad faith of such Seller in the performance of its duties under this Agreement, or by reason of disregard of such Seller's obligations and duties under this Agreement; (h) Notwithstanding the indemnity provisions contained in Sections 2.13(a)-(g) above, no Seller shall be required to indemnify the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup Servicer or the Noteholders against any tax, costs, expenses, losses, damages, claims or liabilities to the extent the same shall be due to (i) the misfeasance, bad faith or gross negligence of such party, or (ii) (except as to the Trustee) recourse for uncollectible or uncollected Receivables. Indemnification under this Section shall survive the termination of this Agreement and shall include fees and expenses of litigation. These indemnity obligations shall be in addition to any obligation that any Seller may otherwise have.

Indemnification by Each Seller. Subject to the limitations set forth in Section 11.06, from and after the Closing Date, each Seller covenants and agrees, severally and not jointly, to indemnify, defend and hold harmless Parent, Purchaser, their respective Affiliates, including after Closing, the Company, and their respective managers, members, officers, directors, stockholders, employees and agents (collectively, the “Purchaser Indemnitees”) from and against the entirety of any Loss that the Purchaser Indemnitees may suffer that results from, arises out of, relates to, is in the nature of, or is caused by, directly or indirectly, any one or more of the following: (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 or alleged breach of any representation or warranty of its representations and warranties such Seller, other than a Seller Fundamental Representation, contained hereinin this Agreement or in any schedule (including the Disclosure Schedule) hereto or in any certificate or instrument delivered at the Closing by or on behalf of such Seller pursuant to this Agreement; (b) Each any breach or alleged breach of any 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 Fundamental Representation of or resulting from the use, ownership, or operation by such Seller or any Affiliate thereof of a Financed Vehiclecontained in this Agreement; (c) The Sellersany nonfulfillment, jointly and severallynonperformance or other breach, shall defendor alleged nonfulfillment, indemnifynonperformance or alleged breach, and hold harmless the Issuerby such Seller of any covenant, the Trusteeagreement or undertaking of such Seller contained in this Agreement that is to be fulfilled, 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 satisfied or performed prior 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;Closing Date; and (d) Each Seller agrees to payany nonfulfillment, and to defendnonperformance or other breach, indemnify and hold harmless the Issueror alleged nonfulfillment, the Trusteenonperformance or alleged breach, 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 of any covenant, agreement or the Other Conveyed Property hereunder or the assignment undertaking of such Receivables or the Other Conveyed Property under the Indenture or the issuance and original sale of the NotesSeller contained in Section 6.03, includingSection 7.01(a), without limitationSection 7.03, any salesSection 7.04(b), gross receipts, personal property, tangible or intangible personal property, privilege or license taxes Article X (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 expenses in defending against the same; (e) FEFG 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 loss, liability or expense incurred by reason of the violation by each Seller of federal or state securities laws in connection with the registration or the sale of the Notes; (f) 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 loss, liability or expense imposed upon, or incurred by, the Issuer, the Trustee, or Noteholders as a result of the failure of any Receivable listed on the Schedule of Receivables delivered by such Seller or any Other Conveyed Property, or the sale of the related Financed Vehicle, to comply with all requirements of applicable law; and (g) 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 only to the extent that such costcovenants, expenseagreements or undertakings relate to Income Tax or Payroll Tax matters), lossand Section 13.03 to be fulfilled, damage, claim satisfied or liability arose out of, or was imposed upon performed following the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup Servicer or the Noteholders through, the negligence, misfeasance, or bad faith of such Seller in the performance of its duties under this Agreement, or by reason of disregard of such Seller's obligations and duties under this Agreement; (h) Notwithstanding the indemnity provisions contained in Sections 2.13(a)-(g) above, no Seller shall be required to indemnify the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup Servicer or the Noteholders against any tax, costs, expenses, losses, damages, claims or liabilities to the extent the same shall be due to (i) the misfeasance, bad faith or gross negligence of such party, or (ii) (except as to the Trustee) recourse for uncollectible or uncollected Receivables. Indemnification under this Section shall survive the termination of this Agreement and shall include fees and expenses of litigation. These indemnity obligations shall be in addition to any obligation that any Seller may otherwise haveClosing Date.

Indemnification by Each Seller. Solely out of the Revenue Milestone Payment and the Deferred Payment (a) Each except as otherwise provided in Section 9.6), each Seller severally, not jointly and severally, and only as to himself or itself and not as to any other Seller, shall reimburse, defend, indemnify and hold harmless the IssuerBuyer and its affiliates (including without limitation after the Closing a Company or Subsidiary) and each of their directors, the Trusteeofficers and other employees (each such person and its, the Security Insurerhis or her heirs, the Serviceradministrators, the Backup Servicer personal representatives, successors and the Noteholders for any liability assigns is referred to herein as a result of the failure of a Receivable listed on the Schedule of Receivables delivered “Buyer Indemnified Party”) from, against and in respect of: (a) any and all liabilities, losses, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, diminutions in value, settlement payments, deficiencies, costs and expenses (including without limitation reasonable attorneys’ fees and expenses) (collectively, “Claims”) suffered, sustained, incurred or paid by such Seller to be originated any Buyer Indemnified Party in compliance with all requirements of law and for connection with, resulting from or arising out of: (i) any breach of any representation or warranty of its representations and warranties contained hereinsuch Seller in Article 3 of this Agreement; (ii) any nonfulfillment of any covenant or agreement on the part of such Seller set forth in this Agreement; and (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 costsactions, expenses, losses, damagessuits, claims, proceedings, investigations, allegations, demands, assessments, audits, fines, judgments, costs and liabilities, arising out other expenses (including without limitation reasonable attorneys’ fees and expenses) incident to any of the foregoing or resulting from to the use, ownership, or operation by such Seller or any Affiliate thereof enforcement of a Financed Vehicle;this Section 9.1. (c) The Sellers, jointly and severallyparties agree that the Buyer’s sole remedy for any successful indemnification claim pursuant to this Section 9.1, shall defendbe to reduce, indemnify, and hold harmless the Issueror make an offset against, the TrusteeRevenue Milestone Payment or the Deferred Payment, as the Security Insurercase may be, by the Servicer, the Backup Servicer and the Noteholders from and against any and all taxes, except for taxes on the net income amount of the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup Servicer and the Noteholders, Buyer’s successful indemnification claim. Buyer agrees 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 expenses in defending against the same; (e) FEFG 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 loss, liability or expense incurred by reason of the violation by each Seller of federal or state securities laws in connection with the registration or the sale of the Notes; (f) 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 loss, liability or expense imposed upon, or incurred by, the Issuer, the Trustee, or Noteholders as a result of the failure of any Receivable listed on the Schedule of Receivables delivered by such Seller or any Other Conveyed Property, or the sale of the related Financed Vehicle, to comply with all requirements of applicable law; and (g) 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 to the extent that such cost, expense, loss, damage, successful indemnification claim or liability arose out of, or was imposed upon the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup Servicer or the Noteholders through, the negligence, misfeasance, or bad faith of such Seller in the performance of its duties under this Agreement, or by reason of disregard of such Seller's obligations and duties under this Agreement; (h) Notwithstanding the indemnity provisions contained in Sections 2.13(a)-(g) above, no Seller shall be required to indemnify the Issuer, the Trustee, the Security Insurer, the Servicer, the Backup Servicer or the Noteholders against any tax, costs, expenses, losses, damages, claims or liabilities to the extent the same shall be due to (i) the misfeasance, bad faith or gross negligence of such party, or (ii) (except as to the Trustee) recourse for uncollectible or uncollected Receivables. Indemnification under this Section 9 shall survive the termination only be entitled to one reduction even though such claim for indemnity may be accountable under different sections of this Agreement and shall include fees and expenses of litigation. These indemnity obligations shall be in addition to any obligation that any Seller may otherwise haveSection 9.