Common use of Indemnification by Owner Clause in Contracts

Indemnification by Owner. The Owner shall indemnify and hold harmless the Servicer and its affiliates and their respective officers, directors, shareholders, employees, agents, successors and any permitted assigns from, and shall reimburse them for, all Damages incurred by or asserted against any of such individuals or entities on or after the Effective Date which arise out of, are in connection with or result from: (a) any false, inaccurate or untrue representation or warranty made by Owner and contained in this Agreement; or (b) the non-fulfillment or non-performance of any covenant or obligation of the Owner contained in this Agreement; or (c) any failure of the Owner, the Prior Owner or the Originator to have complied before the Effective Date with Accepted Servicing Practices with respect to the Mortgage Loans; or (d) the Servicer’s compliance with written instructions of Owner to the extent that such instructions are not in compliance with Accepted Servicing Practices; or (e) any Recourse Obligation except to the extent that the requirement to pay or perform in respect of such Recourse Obligation results from the Servicer’s breach of Accepted Servicing Practices or the Servicer’s breach of any of its obligations under this Agreement; or (f) any outstanding Servicing Advance as to which the Servicer is not reimbursed by the Mortgagor or from liquidation proceeds following the Foreclosure of the Mortgage Loan and the sale or conveyance of the related REO, unless resulting from the Servicer’s breach of Accepted Servicing Practices or the Servicer’s obligations under this Agreement; or (g) errors in the adjustment, after the Effective Date but prior to the completion by the Servicer of an ARM Loan audit with respect to such ARM Loan, of the interest rate or payments on an ARM Loan to the extent arising out of an incorrect adjustment of such interest rate or payments prior to the Effective Date; or (h) the continuation by the Servicer of the past practices of the Owner or the Prior Servicer with respect to the analysis of any escrow account for a Mortgage Loan or the reporting to Mortgagors of the appropriate balances thereof, until the date of the first analysis of such escrow account that is required to be performed under applicable law after the Effective Date (it being agreed that the foregoing indemnification shall not apply with respect to any failure by the Servicer to timely or properly disburse (or request or direct the disbursement of) funds from any such escrow account); or (i) any act or omission or other event or circumstance to the extent occurring or arising prior to the Effective Date and related to the origination, purchase, sale, securitization or servicing of the Mortgage Loans; or (j) any failure of the Servicer to comply with Accepted Servicing Practices or the requirements of this Agreement as a result of there being any incomplete or missing Mortgage Loan Documents as of the Effective Date; or (k) any Litigation commenced against the Servicer after the Effective Date as a result of Servicer’s acting as, or status as, the Servicer of the Mortgage Loans hereunder, to the extent that such Litigation does not arise out of or result from the Servicer’s breach of any provision of this Agreement; provided that such indemnification shall not include Damages arising out, relating to or resulting from Litigation that pertains to (i) any actual or alleged contract dispute between the Servicer and a Person retained by the Servicer to perform servicing-related activities on its behalf, employment-related suits by the Servicer personnel, any tortious acts or omissions, or (ii) the Servicer’s relationships with any of its affiliates, officers, directors, employees, agents, contractors, vendors, suppliers or visitors (other than the Owner). For purposes of indemnification, the representations and warranties of the Owner contained in this Agreement shall be deemed to have been made without any limitation or qualification as to materiality or knowledge with respect to such representations and warranties, in each case that are set forth in any such representation or warranty herein, it being the intention of the parties that the Servicer shall be indemnified and held harmless from and against any and all Damages resulting from the failure of any such representation or warranty to be true, correct and complete in any respect or the failure by the Owner to duly and punctually perform any covenant, agreement or undertaking of the Owner contained in this Agreement.

Indemnification by Owner. The Owner shall indemnify and hold harmless the Servicer and its affiliates and their respective officers, directors, shareholders, employees, agents, successors and any permitted assigns from, and shall reimburse them for, all Damages incurred by or asserted against any of such individuals or entities on or after the Effective Date which arise out of, are in connection with or result from: (a) any false, inaccurate or untrue representation or warranty made by Owner and contained in this Agreement; or (b) the non-fulfillment or non-performance of any covenant or obligation of the Owner contained in this Agreement; or (c) any failure of the Owner, the Prior Owner or the Originator to have complied before the Effective Date with Accepted Servicing Practices with respect to the Mortgage Loans; or (d) the Servicer’s compliance with written instructions of Owner to the extent that such instructions are not in compliance with Accepted Servicing Practices; or (e) any Recourse Obligation except to the extent that the requirement to pay or perform in respect of such Recourse Obligation results from the Servicer’s breach of Accepted Servicing Practices or the Servicer’s breach of any of its obligations under this Agreement; or (f) any outstanding Servicing Advance as to which the Servicer is not reimbursed by the Mortgagor or from liquidation proceeds following the Foreclosure of the Mortgage Loan and the sale or conveyance of the related REO, unless resulting from the Servicer’s breach of Accepted Servicing Practices or the Servicer’s 's obligations under this Agreement; or (g) errors in the adjustment, after the Effective Date but prior to the completion by the Servicer of an ARM Loan audit with respect to such ARM Loan, of the interest rate or payments on an ARM Loan to the extent arising out of an incorrect adjustment of such interest rate or payments prior to the Effective Date; or (h) the continuation by the Servicer of the past practices of the Owner or the Prior Servicer with respect to the analysis of any escrow account for a Mortgage Loan or the reporting to Mortgagors of the appropriate balances thereof, until the date of the first analysis of such escrow account that is required to be performed under applicable law after the Effective Date (it being agreed that the foregoing indemnification shall not apply with respect to any failure by the Servicer to timely or properly disburse (or request or direct the disbursement of) funds from any such escrow account); or (i) any act or omission or other event or circumstance to the extent occurring or arising prior to the Effective Date and related to the origination, purchase, sale, securitization or servicing of the Mortgage Loans; or (j) any failure of the Servicer to comply with Accepted Servicing Practices or the requirements of this Agreement as a result of there being any incomplete or missing Mortgage Loan Documents as of the Effective Date; or; (k) any Litigation commenced against the Servicer after the Effective Date as a result of Servicer’s acting as, or status as, the Servicer of the Mortgage Loans hereunder, to the extent that such Litigation does not arise out of or result from the Servicer’s breach of any provision of this Agreement; provided that such indemnification shall not include Damages arising out, relating to or resulting from Litigation that pertains to (i) any actual or alleged contract dispute between the Servicer and a Person retained by the Servicer to perform servicing-related activities on its behalf, employment-related suits by the Servicer personnel, any tortious acts or omissions, or (ii) the Servicer’s relationships with any of its affiliates, officers, directors, employees, agents, contractors, vendors, suppliers or visitors (other than the Owner). For purposes of indemnification, the representations and warranties of the Owner contained in this Agreement shall be deemed to have been made without any limitation or qualification as to materiality or knowledge with respect to such representations and warranties, in each case that are set forth in any such representation or warranty herein, it being the intention of the parties that the Servicer shall be indemnified and held harmless from and against any and all Damages resulting from the failure of any such representation or warranty to be true, correct and complete in any respect or the failure by the Owner to duly and punctually perform any covenant, agreement or undertaking of the Owner contained in this Agreement.

Indemnification by Owner. The Owner shall defend, indemnify and hold harmless the Servicer and its affiliates and their respective officers, directors, shareholders, employees, agents, successors and any permitted assigns from, and shall reimburse them for, all Damages incurred by or asserted against any of such individuals or entities on or after the Effective Date which arise out of, are in connection with or result from: (a) any false, inaccurate or untrue representation or warranty made by Owner and contained in this Agreement; or (b) the non-fulfillment or non-performance of any covenant or obligation of the Owner contained in this Agreement; or (c) any failure of the Owner, the Prior Owner or the Originator to have complied before the Effective Date with Accepted Servicing Practices with respect to the Mortgage Loans; or (d) the Servicer’s compliance with written instructions of Owner to the extent that such instructions are not in compliance with Accepted Servicing Practices; or (e) any Recourse Obligation except to the extent that the requirement to pay or perform in respect of such Recourse Obligation results from the Servicer’s breach of Accepted Servicing Practices or the Servicer’s breach of any of its obligations under this Agreement; or (f) any outstanding Servicing Advance as to which the Servicer is not reimbursed by the Mortgagor or from liquidation proceeds following the Foreclosure of the Mortgage Loan and the sale or conveyance of the related REO, unless resulting from the Servicer’s breach of Accepted Servicing Practices or the Servicer’s obligations under this Agreement; or (g) errors in the adjustment, after the Effective Date but prior to the completion by the Servicer of an ARM Loan audit with respect to such ARM Loan, of the interest rate or payments on an ARM Loan to the extent arising out of an incorrect adjustment of such interest rate or payments prior to the Effective Date; or (h) the continuation by the Servicer of the past practices of the Owner or the Prior Servicer with respect to the analysis of any escrow account for a Mortgage Loan or the reporting to Mortgagors of the appropriate balances thereof, until the date of the first analysis of such escrow account that is required to be performed under applicable law after the Effective Date (it being agreed that the foregoing indemnification shall not apply with respect to any failure by the Servicer to timely or properly disburse (or request or direct the disbursement of) funds from any such escrow account); or (i) any act or omission or other event or circumstance to the extent occurring or arising prior to the Effective Date and related to the origination, purchase, sale, securitization or servicing of the Mortgage Loans; or (j) any failure of the Servicer to comply with Accepted Servicing Practices or the requirements of this Agreement as a result of there being any incomplete or missing Mortgage Loan Documents as of the Effective Date; or (k) any Litigation commenced against the Servicer after the Effective Date as a result of Servicer’s acting as, or status as, the Servicer of the Mortgage Loans hereunder, to the extent that such Litigation does not arise out of or result from the Servicer’s breach of any provision of this Agreement; provided that such indemnification shall not include Damages arising out, relating to or resulting from Litigation that pertains to (i) any actual or alleged contract dispute between the Servicer and a Person retained by the Servicer to perform servicing-related activities on its behalf, employment-related suits by the Servicer personnel, any tortious acts or omissions, or (ii) the Servicer’s relationships with any of its affiliates, officers, directors, employees, agents, contractors, vendors, suppliers or visitors (other than the Owner). For purposes of indemnification, the representations and warranties of the Owner contained in this Agreement shall be deemed to have been made without any limitation or qualification as to materiality or knowledge with respect to such representations and warranties, in each case that are set forth in any such representation or warranty herein, it being the intention of the parties that the Servicer shall be indemnified and held ------------------------ Manager harmless from and against any and all Damages claims, demands, causes of action, loss and liability to third parties (including all costs and reasonable attorneys' fees) arising out of or resulting from (i) damage to property, or injury to, or death of, persons (including the property and person of the parties hereto, and their agents, subcontractors and employees) occasioned by or in connection with the acts or omissions of Owner or Owner's agents, employees or subcontractors (including the failure to timely authorize any action; under this Agreement that requires Owner's prior approval or authorization if Manager has not yet notified Owner that the same is necessary); (ii) contracts entered into by Owner (including contracts entered into prior to the execution of this Agreement); (iii) breach by Owner (or Owner's agents, employees or subcontractors), of any such representation of its duties or warranty obligations under this Agreement; and (iv) any act or action taken by Manager pursuant to this Agreement (including without limitation the buying of inventory for the Theater) taken in good faith (x) in what Manager reasonably believed to be trueconsistent with the approvals or authority given to it under or pursuant to this Agreement or (y) or with Owner's knowledge or consent. Notwithstanding anything to the contrary contained herein, correct it is understood and complete agreed that Owner shall advance to Manager all costs of litigation , (including without limitation reasonable attorneys' fees) and pay any judgments and/or settlements resulting from litigation in the event that Manager is made a defendant in any litigation resulting from its activities under this Agreement except to the extent it is ultimately determined that such liability is the proximate result of a matter with respect to which Manager is not entitled to indemnification hereunder; provided that Manager undertakes to repay such advances, together with interest, in the event it is ultimately determined that it was not entitled to indemnification. Interest will be calculated at the Agreement Rate. If, under this Section 7.2, Owner defends, indemnifies, or holds Manager harmless with respect to an item that is covered by an insurance policy obtained in accordance with the failure by provisions of Subparagraph 2.1(g) hereof, then to the extent that amounts are actually paid under such insurance policy in connection with such item, the liability of Owner to duly and punctually perform any covenant, agreement or undertaking of the Owner contained under this Section 7.2 in this Agreementconnection with such item shall be reduced.

Indemnification by Owner. The Owner shall indemnify Each of Seller and the Partners (an "INDEMNITOR"), jointly and severally, will indemnify, defend and hold harmless the Servicer and its affiliates and their respective officers, directors, shareholders, employees, agents, successors and any permitted assigns fromIndemnified Persons for, and shall reimburse them for, all Damages incurred by or asserted against any of such individuals or entities on or after will pay to the Effective Date which arise out Indemnified Persons the amount of, are any loss, liability, claim, damage, Tax, expense (including costs of investigation and defense and reasonable attorneys' fees), settlement or diminution of value, whether or not involving a third-party claim (collectively, "DAMAGES"), arising, directly or indirectly, from or in connection with or result fromwith: (a) any false, inaccurate or untrue representation or warranty breach of the representations and warranties made by Owner and contained Seller herein or in this Agreement; orany Transfer Document; (b) the non-fulfillment or non-performance failure of Seller to perform any covenant or obligation of the Owner contained in this Agreement; orcovenants or obligations to be performed by it hereunder or under any Transfer Document; (c) any failure of Seller to comply with any applicable bulk sales laws in connection with the Owner, transfer of the Prior Owner or the Originator to have complied before the Effective Date Purchased Assets hereunder (in consideration of which Buyer hereby waives compliance by Seller with Accepted Servicing Practices with respect to the Mortgage Loans; orany applicable bulk sales laws); (d) except for the Servicer’s compliance with written instructions Assumed Liabilities, any claims or liabilities (whether or not covered by any of Owner the other subsections of this Section) relating to Seller, the Business, the Purchased Assets or the Assumed Liabilities, arising from any event or occurrence on or prior to the extent that Closing Date including, without limitation, any such instructions are not claim or liability in compliance connection with Accepted Servicing Practices; orany finished goods manufactured or sold by Seller on or prior to the Closing Date; (e) any Recourse Obligation except to the extent that the requirement to pay liability incurred by Seller for brokerage fees, finder's fees, agent's commissions or perform other similar forms of compensation in respect of such Recourse Obligation results from the Servicer’s breach of Accepted Servicing Practices connection with this Agreement or the Servicer’s breach of any of its obligations under this Agreement; ortransaction contemplated hereby; (f) any outstanding Servicing Advance as to tax liability of Seller or any member of any consolidated group of which the Servicer is not reimbursed by the Mortgagor or from liquidation proceeds following the Foreclosure of the Mortgage Loan and the sale or conveyance of the related REO, unless resulting from the Servicer’s breach of Accepted Servicing Practices or the Servicer’s obligations under this Agreement; orSeller has ever been a member; (g) errors in the adjustmentany liability including, after the Effective Date but without limitation, withdrawal liability, relating to periods ending on or prior to the completion by the Servicer of an ARM Loan audit Closing Date with respect to such ARM Loanany multiemployer plan in which Seller or any controlled group member has been obligated to participate or to which Seller or any controlled group member has been obligated to contribute, and any withdrawal liability which may arise or be incurred by any party as a result of the interest rate or payments on an ARM Loan to consummation of the extent arising out of an incorrect adjustment of such interest rate or payments prior to the Effective Date; ortransactions contemplated by this Agreement; (h) except for the continuation by the Servicer Assumed Liabilities, any liability including, without limitation, liability for severance, separation pay or any other employment related obligations or obligations arising under any of the past practices of the Owner or the Prior Servicer Plans, with respect to persons employed by Seller on or prior to the analysis of Closing Date including obligations arising under Worker Adjustment and Retraining Notification Act, 29 U.S.C. Section 2101 et seq. or any escrow account for a Mortgage Loan applicable state or the reporting to Mortgagors of the appropriate balances thereof, until the date of the first analysis of such escrow account that is required to be performed under applicable law after the Effective Date (it being agreed that the foregoing indemnification shall not apply with respect to any failure by the Servicer to timely or properly disburse (or request or direct the disbursement of) funds from any such escrow account)local plant closing law; orand (i) any act or omission or other event or circumstance to claims of any nature asserted by any Partners or, except for the extent occurring or Assumed Liabilities, any creditor of Seller, including, without limitation, any claims arising prior to the Effective Date and out of, related to or in connection with the originationtransactions contemplated by this Agreement, purchase, sale, securitization the subsequent actions or servicing operations of the Mortgage Loans; or (j) any failure of the Servicer Seller or otherwise. Subject to comply with Accepted Servicing Practices or the requirements other provisions of this Agreement as a result of there being any incomplete or missing Mortgage Loan Documents as of the Effective Date; or (k) any Litigation commenced against the Servicer after the Effective Date as a result of Servicer’s acting as, or status asArticle 9, the Servicer of remedies provided for in this Article 9 shall constitute the Mortgage Loans hereunder, to the extent that such Litigation does not arise out of sole and exclusive remedy for any Warranty Claims (as defined in Section 9.3(b)) or result from the Servicer’s breach of any provision of this Agreement; provided that such indemnification shall not include Damages arising out, relating to or resulting from Litigation that pertains to (i) any actual or alleged contract dispute between the Servicer and a Person retained by the Servicer to perform servicing-related activities on its behalf, employment-related suits by the Servicer personnel, any tortious acts or omissions, or (ii) the Servicer’s relationships claims made in connection with any covenant of its affiliatesSeller hereunder to be performed on or before the Closing Date. Buyer acknowledges and agrees that, officers, directors, employees, agents, contractors, vendors, suppliers or visitors (other than except for the Owner). For purposes of indemnification, the express representations and warranties of made by Seller and the Owner contained Partners in this Agreement shall be deemed to have been Agreement, there are no representations and warranties made without any limitation by Seller and the Partners, either express or qualification as to materiality or knowledge implied, with respect to such representations and warrantiesthe Business, in each case that are set forth in the Purchased Assets or any such representation or warranty herein, it being the intention of the parties that the Servicer shall be indemnified and held harmless from and against any and all Damages resulting from the failure of any such representation or warranty to be true, correct and complete in any respect or the failure transactions contemplated by the Owner to duly and punctually perform any covenant, agreement or undertaking of the Owner contained in this Agreement.

Indemnification by Owner. The Owner shall indemnify (a) All debts and hold harmless liabilities arising out of the Servicer and its affiliates and their respective officers, directors, shareholders, employees, agents, successors and any permitted assigns from, and shall reimburse them for, all Damages incurred by normal course of business conducted at or asserted against any of such individuals or entities on or after the Effective Date which arise out of, are in connection with the Facility, or result from: otherwise in connection with the ownership, construction, condition, use, occupancy or operation thereof (a) any falseincluding, inaccurate without limitation, all such liabilities under or untrue representation or warranty made by Owner and contained in this Agreement; or (b) the non-fulfillment or non-performance of any covenant or obligation of the Owner contained in this Agreement; or (c) any failure of the Owner, the Prior Owner or the Originator to have complied before the Effective Date with Accepted Servicing Practices with respect to environmental laws, hazards or claims) during the Mortgage Loans; or (d) Term are and shall be the Servicer’s compliance with written instructions obligation of Owner to the extent that Owner, and Manager shall not be liable or otherwise responsible for any such instructions are not in compliance with Accepted Servicing Practices; or (e) any Recourse Obligation except to the extent that the requirement to pay debts or perform in respect of such Recourse Obligation results from the Servicer’s breach of Accepted Servicing Practices or the Servicer’s breach of any liabilities by reason of its obligations under this Agreement; or (f) any outstanding Servicing Advance as to which the Servicer is not reimbursed by the Mortgagor or from liquidation proceeds following the Foreclosure management, supervision and operation of the Mortgage Loan and the sale or conveyance of the related REOFacility during said Term, unless resulting from the Servicer’s breach of Accepted Servicing Practices or the Servicer’s obligations under this Agreement; or (g) errors in the adjustment, after the Effective Date but prior to the completion by the Servicer of an ARM Loan audit with respect to such ARM Loan, of the interest rate or payments on an ARM Loan to the extent arising out of an incorrect adjustment of such interest rate or payments prior to the Effective Date; or (h) the continuation by the Servicer of the past practices of the Owner or the Prior Servicer with respect to the analysis of any escrow account except that Manager shall be responsible for a Mortgage Loan or the reporting to Mortgagors of the appropriate balances thereof, until the date of the first analysis of such escrow account that is required to be performed under applicable law after the Effective Date (it being agreed that the foregoing indemnification shall not apply with respect to any failure by the Servicer to timely or properly disburse (or request or direct the disbursement of) funds from any such escrow account); or (i) any act debt or omission or other event or circumstance to the extent occurring or arising prior to the Effective Date and related to the origination, purchase, sale, securitization or servicing of the Mortgage Loans; or (j) any failure of the Servicer to comply with Accepted Servicing Practices or the requirements of this Agreement liability that arises as a result of there being any incomplete or missing Mortgage Loan Documents as of the Effective Date; or (k) any Litigation commenced against the Servicer after the Effective Date as a result of Servicer’s acting as, or status as, the Servicer of the Mortgage Loans hereunder, to the extent that such Litigation does not arise out of or result from the Servicer’s breach of any provision of this Agreement; provided that such indemnification shall not include Damages arising out, relating to or resulting from Litigation that pertains to (i) any actual Manager's fraud, gross negligence or alleged contract dispute between willful misconduct in failing to comply with the Servicer and a Person retained by the Servicer to perform servicing-related activities on terms of this Agreement and/or in performing its behalf, employment-related suits by the Servicer personnel, any tortious acts or omissionsduties hereunder, or (ii) Manager's failure to comply with applicable laws, statutes and regulations regarding age or sexual discrimination or sexual harassment in the Servicer’s relationships with any of workplace. Manager shall defend, indemnify and hold harmless Owner and its affiliatesAffiliates, and their respective agents, officers, directors, employees, agentsdirectors and shareholders, contractors, vendors, suppliers or visitors (other than the Owner). For purposes of indemnification, the representations and warranties of the Owner contained in this Agreement shall be deemed to have been made without any limitation or qualification as to materiality or knowledge with respect to such representations and warranties, in each case that are set forth in any such representation or warranty herein, it being the intention of the parties that the Servicer shall be indemnified and held harmless from and against any and all Damages resulting losses, costs, liabilities, expenses and claims (whether administrative or judicial), including, without limitation, reasonable attorneys' fees and expenses (all of the foregoing being referred to as "Losses"), arising from any matter for which Manager is responsible under this Article 15.01 (excluding, however, any such loss, cost, liability, expense or claim covered by the failure insurance required to be maintained, or actually maintained, in accordance with this Agreement). The act or omission of a Manager employee who is not an Executive Employee, which act or omission is willful or constitutes fraud or gross negligence on the part of such employee, shall not constitute fraud, gross negligence or willful misconduct on the part of Manager unless Manager's home office or regional staff, or an Executive Employee, acted with gross negligence in employing, training, supervising or continuing the employment of such employee. Except as to specific acts or omissions for which Manager has agreed to be responsible pursuant to the first sentence of this Article 15.01(a), Owner agrees to indemnify, protect, defend and hold harmless Manager and its Affiliates, and each of their respective agents, officers, directors, employees and owners from and against any and all Losses relating to Manager's management, supervision or operation of the Facility, including, without limitation, any Losses: (i) which result from any event, condition or activity occurring or existing prior to the Commencement Date; or (ii) which relate to any labor or employment condition or situation occurring or existing prior to the Commencement Date; or (iii) which relate to or arise out of the presence in, on, under or about the Facility, or the escape, seepage, leakage, spillage, discharge, emission or release of any such representation hazardous materials, toxic substances or warranty petroleum products (as defined or regulated under any and all applicable federal, state and local environmental, health or safety laws, ordinances and regulations) from or through the Facility, including without limitation any and all costs of any required or necessary repair, cleanup, remediation or decontamination of the premises, and the preparation and implementation of any closure, remedial or other required plans; or (iv) which relate to Manager's acts or omissions that were either at the direction of Owner or with the approval of Owner; or (v) which results from any act or omission on the part of any Facility employee of Owner. (b) No person or entity shall be deemed to be truea third party beneficiary of any term or provision of this Agreement, correct including, without limitation, the terms and complete in provisions of this Article 15, and no person or entity shall have any respect rights of subrogation or similar rights under this Article 15, other than those persons or entities specifically entitled to indemnification pursuant to the failure by provisions of this Article 15. All indemnification obligations under this Agreement and the Owner to duly and punctually perform provisions of this Article 15 shall survive the expiration of any covenant, agreement or undertaking earlier termination of the Owner contained in this Agreement.