Indemnification by Lender. The Lender agrees to indemnify and hold harmless the Agent from and against any and all damages, losses, costs, Taxes (as hereinafter defined) and fees incurred by the Agent that result from: (i) any action taken or omitted to be taken by the Agent in acting in accordance with the terms of this Agency Agreement, or the Lending Agreements; or (ii) as a consequence of carrying out any Instructions of the Lender except where the Agent is negligent or acts with willful misconduct or fraud in carrying out those instructions.
Indemnification by Lender. Each applicable Lender and its successors and assigns shall indemnify and hold harmless the Company, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of the Company, each individual or entity who controls the company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, a “Company Party”, with a Lender Party and Company Party each being referred to as an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Article VII, but only to the extent that such untrue statements or omissions are based upon information regarding such applicable Lender furnished to the Company by such party for use therein. Each applicable Lender shall notify the Company promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Article VII of which such applicable Lender is aware.
Indemnification by Lender. Each Lender shall, and does hereby, severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor against: (i) Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so); (ii) Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(e) relating to the maintenance of a Participant Register; and (iii) Excluded Taxes attributable to such Lender, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document against any amount due to the Administrative Agent under this Section 3.01(d).
Indemnification by Lender. Each Lender severally agrees to indemnify and hold harmless the Company and its respective officers, directors, employees, agents, consultants, attorneys and advisers (each, a "Company Indemnified Party"), from and against any and all Losses, which may be incurred by or asserted or awarded against any Company Indemnified Party in connection with or in any manner arising out of or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto, arising out of or in connection with or relating to any breach of any representation, warranty or covenant made by such Lender in this Agreement. Notwithstanding the foregoing, no Lender shall be liable under this Section 7.2 for an amount in excess of that Lender's principal as set forth on Exhibit B.
Indemnification by Lender. Lender agrees to indemnify and hold harmless the Company, its officers, directors and agents and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to Lender, but only with respect to information furnished in writing by Lender or on Lender’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Shares, or any amendment or supplement thereto, or any preliminary prospectus.
Indemnification by Lender. Lender will defend, protect, indemnify and hold harmless the Company all of its stockholders , officers, directors, employees and any other person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnitees”) from and against any and all Liabilities incurred by a Company Indemnitee solely as a result of, or arising solely out of, or relating solely to (a) any breach of any representation or warranty made by Lender herein or in any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of Lender contained herein or in any other certificate, instrument or document contemplated hereby or thereby, or (c) the failure of Lender to comply with the requirements of the Securities Act or any state securities laws, which failure is not caused by the gross negligence or willful misconduct of the Company.
Indemnification by Lender. Lender shall indemnify and hold NELA harmless from and against any and all losses, liabilities, obligations, damages, penalties, claims, actions, suits, costs, and expenses, including reasonable attorneys’ fees or loss of collection fees, incurred by or asserted against NELA, which arise out of or relate to the acts or omissions of Lender in performing its obligations under this Agreement; Lender’s violation of the Act or Policies; Lender’s material failure to comply with its obligations under this Agreement; the assertion by a borrower of any claim or defense which could have been asserted against the Lender, whether or not such claim or defense existed at the date of execution of this Agreement or the promissory note by the borrower; or any act or omission by Lender that results in a refusal by the U.S. Department of Education to reinsure a Loan originated or held by Lender and guaranteed under this Agreement. Upon request by NELA, the Lender, at its expense, shall undertake or assume the defense of any action in which any such claim described herein is asserted against NELA. This indemnification provision shall survive any termination of this Agreement.
Indemnification by Lender. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), and (ii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Agent to Lender from any other source against any amount due to the Agent under this paragraph (e).
Indemnification by Lender. Lender agrees to indemnify and ------------------------- hold harmless the Nation and Borrower and their respective directors, officers, agents and employees, against any and all claims of or losses, damages or liability to third parties to which the Nation and Borrower and their respective directors, officers, agents and employees, may become subject under any law as a result of the gross negligence or willful misconduct of the directors, officers, agents or employees of the Lender, and to reimburse the Nation and Borrower and their respective directors, officers, agents and employees, for any out-of- pocket legal and other expenses (including reasonable attorneys' fees) incurred by the Nation or Borrower or their respective directors, officers, agents and employees, in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions relating thereto. The Nation and Borrower agree, at the request and reasonable expense of the Lender, to cooperate in the making of any investigation in defense of any such claim and promptly to assert any or all of the rights and privileges and defenses which may be available to the Nation and Borrower. Lender further releases and agrees to hold harmless the Nation and Borrower and their respective directors, officers, agents and employees, from any claims of or losses, damages or liability to third parties arising out of any covenant, representation or warranty of the Lender contained in this Agreement or the other Loan
Indemnification by Lender. Except as provided in Section 8.2, Lender hereby agrees to, and shall, indemnify, defend and hold Subservicer harmless from any liability, claim, loss or damage, including reasonable attorneys’ fees, directly or indirectly resulting from or arising out of or related to the Mortgage Loans, including without limitation: (a) Lender’s failure to observe or perform any of Lender’s covenants, agreements, warranties or representations contained in this SA; (b) any failure of Lender or any Investor or Prior Servicer to comply with Applicable Requirements, or (c) Subservicer’s compliance with a directive of Lender or any Investor. 8.4
