Common use of Indemnification by the Issuer Clause in Contracts

Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless the Subclass A-1 Note Purchaser and the Purchaser’s Agent, the Sheffield Purchasers (including any Persons, who are participants with any such Sheffield Purchasers) and any other Owners and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of the Issuer in this Subclass A-1 Note Purchase Agreement or in any certificate or other written material delivered pursuant hereto; provided, however, that the Issuer shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s negligence, willful misconduct or bad faith. Notwithstanding the foregoing, the Issuer shall not be liable for any settlement of any proceeding effected without its written consent

Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless the Subclass A-1 Class A Note Purchaser and the Purchaser’s Agent, the Sheffield Purchasers (including any Persons, Persons who are participants with any such Sheffield Purchasers) and any other Owners and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of the Issuer in this Subclass A-1 Class A Note Purchase Agreement or in any certificate or other written material delivered pursuant hereto; provided, however, that the Issuer shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s negligence, willful misconduct or bad faith. Notwithstanding the foregoing, the Issuer shall not be liable for any settlement of any proceeding effected without its written consent

Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless the Subclass A-1 Class B Note Purchaser Purchasers and the Purchaser’s Purchasers’ Agent, the Sheffield Purchasers (including any Persons, who are participants with any such Sheffield Purchasers) and any other Owners and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of the Issuer in this Subclass A-1 Class B Note Purchase Agreement or in any certificate or other written material delivered pursuant hereto; provided, however, that the Issuer shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s negligence, willful misconduct or bad faith. Notwithstanding the foregoing, the Issuer shall not be liable for any settlement of any proceeding effected without its written consent

Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless the Subclass A-1 B-1 Note Purchaser Purchasers and the Purchaser’s Purchasers’ Agent, the Sheffield Purchasers (including any Persons, who are participants with any such Sheffield Purchasers) and any other Owners and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of the Issuer in this Subclass A-1 B-1 Note Purchase Agreement or in any certificate or other written material delivered pursuant hereto; provided, however, that the Issuer shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s negligence, willful misconduct or bad faith. Notwithstanding the foregoing, the Issuer shall not be liable for any settlement of any proceeding effected without its written consent

Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless the Subclass A-1 B-2 Note Purchaser and the Purchaser’s Agent, the Sheffield Purchasers (including any Persons, who are participants with any such Sheffield Purchasers) and any other Owners and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of the Issuer in this Subclass A-1 B-2 Note Purchase Agreement or in any certificate or other written material delivered pursuant hereto; provided, however, that the Issuer shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s negligence, willful misconduct or bad faith. Notwithstanding the foregoing, the Issuer shall not be liable for any settlement of any proceeding effected without its written consent

Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless the Subclass A-1 A-2 Note Purchaser and the Purchaser’s Agent, the Sheffield Purchasers (including any Persons, who are participants with any such Sheffield Purchasers) ), and any other Owners and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of the Issuer in this Subclass A-1 A-2 Note Purchase Agreement or in any certificate or other written material delivered pursuant hereto; provided, however, that the Issuer shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s negligence, willful misconduct or bad faith. Notwithstanding the foregoing, the Issuer shall not be liable for any settlement of any proceeding effected without its written consent