Indemnification by Originator Sample Clauses

Indemnification by Originator. (a) Originator will defend, indemnify and hold harmless Depositor, the Issuer, the Indenture Trustee, the Backup Servicer, the Owner Trustee, the Noteholders and the Insurer from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from: (i) any breach of any of Originator's representations and warranties contained herein, (ii) the use, ownership or operation by Originator or any affiliate thereof of a Financed Vehicle, (iii) any action taken, or failed to be taken, by it in respect of the Receivables other than in accordance with this Agreement or the Sale and Servicing Agreement or (iv) the negligence (except for errors in judgment), willful misfeasance, or bad faith of Originator in the performance of its duties under this Agreement or by reason of reckless disregard of Originator's obligations and duties under this Agreement.
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Indemnification by Originator. The Originator agrees to indemnify, defend and hold harmless the Trustee (as such and in its individual capacity), the Lockbox Bank, the Backup Servicer (as such and in its individual capacity), Securities Intermediary, the Custodian, any Successor Servicer (as such and in its individual capacity) and each Noteholder from and against any and all claims, losses, penalties, fines, forfeitures, judgments (provided that any indemnification for damages is limited to actual damages, not consequential, special or punitive damages), reasonable legal fees and related costs and any other reasonable costs, fees and expenses (including the fees and expenses of enforcing the Originator’s indemnification and contractual obligations hereunder) that such Person actually sustains as a result of the Originator’s fraud or material breach of a representation or warranty made in this Agreement which would reasonably be expected to have a material adverse effect on the transactions contemplated by the Transaction Documents, including but not limited to, the eligibility of any Loan, except to the extent arising from gross negligence, willful misconduct or fraud by the Person claiming indemnification. Any Person seeking indemnification hereunder shall promptly notify the Originator if such Person receives a complaint, claim, compulsory process or other notice of any loss, claim, damage or liability giving rise to a claim of indemnification hereunder but failure to provide such notice shall not relieve the Originator of its indemnification obligations hereunder unless the Originator is deprived of material substantive or procedural rights or defenses as a result thereof. The Originator shall assume (with the consent of the indemnified party, such consent not to be unreasonably withheld) the defense and any settlement of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the indemnified party in respect of such claim. If the consent of the indemnified party required in the immediately preceding sentence is unreasonably withheld, the Originator shall be relieved of its indemnification obligations hereunder with respect to such Person. The parties agree that the provisions of this ‎Section 12.02 shall not be interpreted to provide recourse to the Originator against loss by reason of the bankruptcy, insolvency or lack of creditworthiness of an Obligo...
Sample 1
Indemnification by Originator. The Originator shall indemnify the Issuer for any liability as a result of the failure of a Loan to be originated in compliance with all Applicable Law. This indemnity obligation shall be in addition to any obligation that GCI may otherwise have.
Sample 1
Indemnification by Originator. The Originator agrees to indemnify and hold harmless the Depositor, the Collateral Custodian, the Backup Servicer, the Administrative Agent and the Lenders, as the ultimate assignees from the Depositor (each an “Originator Indemnified Party”, together with the Servicer Indemnified Parties, the “Indemnified Parties”), from and against any loss, liability, expense, damage, claim or injury arising out of or based on (i) any breach of any representation, warranty or covenant of the Originator, the Servicer or their Affiliates, in any Basic Document, including the origination or prior servicing of the Collateral by reason of any acts, omissions, or alleged acts or omissions arising out of activities of the Originator, the Servicer or their Affiliates, and (ii) any untrue statement by the Originator, the Servicer or its Affiliates of any material fact, including any Officer’s Certificate, statement, report or other document or information prepared by any such Person and furnished or to be furnished by it pursuant to or in connection with the transactions contemplated thereby and not corrected prior to completion of the relevant transaction including such written information as may have been and may be furnished in connection with any due diligence investigation with respect to the Collateral or any such Person’s business, operations or financial condition, including reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided that the Originator shall not indemnify an Originator Indemnified Party to the extent such loss, liability, expense, damage or injury is due to either an Originator Indemnified Party’s willful misfeasance, bad faith or negligence or by reason of an Originator Indemnified Party’s reckless disregard of its obligations hereunder; provided that the Originator shall not be so required to indemnify an Originator Indemnified Party or to otherwise be liable to an Originator Indemnified Party for any losses in respect of the performance of the Collateral, the creditworthiness of the Obligors under the Loans, changes in the market value of the Collateral or other similar investment risks associated with the Collateral arising from a breach of any representation or warranty set forth in Section 3.04 or 3.05 hereto, as applicable, a remedy for the breach of which is provided in Section 3.06. The provisions of this indemnity shall run directly to and be e...
Sample 1

Related to Indemnification by Originator

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Servicer The Servicer shall indemnify and hold harmless the Trustee and the Depositor and their respective officers, directors, agents and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or Affiliates of its obligations under Sections 3.17, 3.18 and 3.20, any material misstatement or omission in any documents prepared thereunder (to the extent the Servicer is responsible for providing information or calculating amounts included in such information), the failure of such Servicer or any related Sub-Servicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to Section 3.18 or Annual Statement of Compliance required pursuant to Section 3.17, as applicable, or any material misstatement or omission contained in any Assessment of Compliance, Accountant's Attestation or Annual Statement as to Compliance provided on its behalf pursuant to Section 3.18 or 3.17, as applicable, or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the indemnified parties, then the Servicer agrees that it shall contribute to the amount paid or payable by the indemnified parties as a result of the losses, claims, damages or liabilities of the indemnified parties in such proportion as is appropriate to reflect the relative fault of the Servicer on the one hand and the indemnified parties on the other.

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

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