Indemnification by the Master Servicer. (a) The Master Servicer hereby agrees to indemnify and hold harmless the Seller, the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Master Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Master Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Master Servicer Indemnified Amounts”); excluding (i) Master Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Master Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than (I) as set forth below and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iii) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Master Servicer shall pay on demand, to each Master Servicer Indemnified Party any and all amounts necessary to indemnify such Master Servicer Indemnified Party from and against any and all Master Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Master Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above): (i) any representation, warranty or statement made or deemed made by the Master Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Master Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made; (ii) the failure by the Master Servicer to comply with any applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable Law; (iii) the commingling of Collections of Pool Receivables at any time with other funds; (iv) any failure of a Collection Account Bank to comply with the terms of the applicable Control Agreement, the termination by a Collection Account Bank of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under any Control Agreement; (v) any failure of the Master Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; or (vi) any obligation of the Seller under Section 5.03. (b) If for any reason the foregoing indemnification is unavailable to any Master Servicer Indemnified Party or insufficient to hold it harmless, then the Master Servicer shall contribute to the amount paid or payable by such Master Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Master Servicer and its Affiliates on the one hand and such Master Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Master Servicer and its Affiliates and such Master Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Master Servicer under this Section shall be in addition to any liability which the Master Servicer may otherwise have, shall extend upon the same terms and conditions to Master Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Master Servicer and the Master Servicer Indemnified Parties. (c) Any indemnification or contribution under this Section shall survive the termination of this Agreement.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Nabors Industries LTD), Receivables Purchase Agreement (Nabors Industries LTD)
Indemnification by the Master Servicer. (a) The Without limiting any other rights that any Indemnified Party may have hereunder or under Applicable Law, the Master Servicer hereby agrees to indemnify and hold harmless the Seller, the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Master Servicer each Indemnified Party”), Party from and against any lossand all claims, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Master Servicer pursuant to this Agreement or any other Transaction Document, losses and liabilities (including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim Costs) (all of the foregoing being collectively referred to as, as “Master Servicer Indemnified Amounts”); excluding ) arising out of or resulting from (whether directly or indirectly): (i) Master Servicer Indemnified Amounts to the extent failure of any information contained in a final non-appealable judgment of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Master Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than (I) as set forth below and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iii) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Master Servicer shall pay on demand, to each Master Servicer Indemnified Party any and all amounts necessary to indemnify such Master Servicer Indemnified Party from and against any and all Master Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Master Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):
(i) any representation, warranty or statement made or deemed made by the Master Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Master Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made;
(ii) the failure by the Master Servicer Interim Report to comply with any applicable Law with respect to any Pool Receivable or the related Contract; be true and correct, or the failure of any Pool Receivable other information provided to any Purchaser or the related Contract Administrative Agent by, or on behalf of, the Master Servicer to conform to any such applicable Law;
be true and correct; (iii) the commingling of Collections of Pool Receivables at any time with other funds;
(ivii) any failure of a Collection Account Bank (other than Xxxxx or an Affiliate thereof) to comply with the terms of the applicable Control Agreement, the termination by a Collection Account Bank (other than Xxxxx or an Affiliate thereof) of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank (other than Xxxxx or an Affiliate thereof) under any Control Agreement;
; (iii) the failure of any representation, warranty or statement made or deemed made by the Master Servicer (or any of its officers) under or in connection with this Agreement to have been true and correct as of the date made or deemed made in all respects when made; (iv) the failure by the Master Servicer to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract; (v) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable; (vi) any failure of the Master Servicer to comply perform its duties or obligations in accordance with its covenants, obligations and agreements contained in this Agreement the provisions hereof or any other Transaction DocumentDocument to which it is a party; or
(vivii) the failure to have filed, or any obligation delay in filing, financing statements or other similar instruments or documents under the UCC of the Seller under Section 5.03.
(b) If for any reason the foregoing indemnification is unavailable to any Master Servicer Indemnified Party applicable jurisdiction or insufficient to hold it harmless, then the Master Servicer shall contribute to the amount paid or payable by such Master Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Master Servicer and its Affiliates on the one hand and such Master Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Master Servicer and its Affiliates and such Master Servicer Indemnified Party applicable laws with respect to such lossany Receivables, claim, damage in or liability purporting to be in the Receivables Pool and any other relevant equitable considerations. The reimbursementSold Assets or Seller Collateral, indemnity and contribution obligations of whether at the Master Servicer under this Section shall be in addition to any liability which the Master Servicer may otherwise have, shall extend upon the same terms and conditions to Master Servicer Indemnified Party, and shall be binding upon and inure to the benefit time of any successorspurchase or reinvestment or at any subsequent time; or (viii) the commingling of Collections of Pool Receivables at any time with other funds. This Section 12.02 shall not apply with respect to Taxes other than Taxes that represent losses, assignsclaims, heirs and personal representatives of the Master Servicer and the Master Servicer Indemnified Partiesdamages, etc. arising from any non-Tax claim.
(c) Any indemnification or contribution under this Section shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (MSC Industrial Direct Co Inc)
Indemnification by the Master Servicer. (a) The Master Servicer hereby agrees to indemnify and hold harmless the Seller, the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Master Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Master Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Master Servicer Indemnified Amounts”); excluding (i) Master Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Master Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than (I) as set forth below and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iii) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Master Servicer shall pay on demand, to each Master Servicer Indemnified Party any and all amounts necessary to indemnify such Master Servicer Indemnified Party from and against any and all Master Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Master Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):
(i) any representation, warranty or statement made or deemed made by the Master Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Master Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made;
(ii) the failure by the Master Servicer to comply with any applicable Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable Applicable Law;
(iii) the commingling of Collections of Pool Receivables at any time with other funds;
(iv) any failure of a Collection Account Bank to comply with the terms of the applicable Control Agreement, the termination by a Collection Account Bank of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under any Control Agreement;
(v) any failure of the Master Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; or;
(vi) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Corruption Law, Anti-Money Laundering Laws or Sanctions, incurred in connection with the Transaction Documents;
(vii) any obligation of the Seller or any of its Affiliates under Section 5.03; or
(viii) any breach of the representations of Section 7.01(y) or the covenants of Section 8.01(cc) and Section 8.02(r).
(b) If for any reason the foregoing indemnification is unavailable to any Master Servicer Indemnified Party or insufficient to hold it harmless, then the Master Servicer shall contribute to the amount paid or payable by such Master Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Master Servicer and its Affiliates on the one hand and such Master Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Master Servicer and its Affiliates and such Master Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Master Servicer under this Section shall be in addition to any liability which the Master Servicer may otherwise have, shall extend upon the same terms and conditions to Master Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Master Servicer and the Master Servicer Indemnified Parties.
(c) Any indemnification or contribution under this Section shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Wolverine World Wide Inc /De/)
Indemnification by the Master Servicer. (a) The Master Servicer hereby agrees to indemnify and hold harmless the Seller, the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Master Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Master Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Master Servicer Indemnified Amounts”); excluding (i) Master Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Master Servicer Indemnified Party seeking indemnification, (ii) Master Servicer Indemnified Amounts as a result of any dispute solely among the Master Servicer Indemnified Parties (other than any claims (x) against Xxxxx or the Administrative Agent in its capacity as or in fulfilling its role as Administrative Agent, an agent or arranger or any similar role under this Agreement or any other Transaction Document, (y) involving a dispute with the Seller or (z) arising out of any act or omission of any Gray Party or any Subsidiary of any Gray Party or any of their respective Affiliates), (iii) Taxes that are covered by Section 5.03 (other than (I) as set forth specifically enumerated below and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iiiiv) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Master Servicer shall pay on demand, to each Master Servicer Indemnified Party any and all amounts necessary to indemnify such Master Servicer Indemnified Party from and against any and all Master Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Master Servicer Indemnified Amounts described in clauses (i), (ii), (iii) and (iiiiv) above):
(i) any representation, warranty or statement made or deemed made by the Master Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Master Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made;
(ii) the failure by the Master Servicer to comply with any applicable Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable Applicable Law;
(iii) the commingling of Collections of Pool Receivables at any time with other funds;
(iv) any failure of a Collection Account Bank to comply with the terms of the applicable Control Agreement, the termination by a Collection Account Bank of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under any Control Agreement;
(v) any failure of the Master Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; or;
(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of any Obligor) of any Obligor to the payment of any Pool Receivable (including, without limitation, (x) a defense based on such Pool Receivable or the related Contract or Agency Letter not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms or (y) any dispute between an Advertiser Obligor and the related Agency Obligor as to which Person or Persons are obligated to make payment on a Receivable (whether before or after an Advertiser Obligor remits payment to an Agency Obligor)), or any other claim resulting from (A) the sale of goods or rights (including rights under licenses and copyrights) or the rendering of services related to such Pool Receivable, (B) collection activities with respect to such Pool Receivable, (C) the furnishing or failure to furnish any such goods or services or (D) other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;
(vii) any funds that are remitted by or on behalf of any Advertiser Obligor to an Agency Obligor with respect to any Sequential Receivable that are not subsequently remitted by or on behalf of such Agency Obligor to any Originator, the Master Servicer or any Affiliate thereof within one hundred twenty (120) days of such receipt;
(viii) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Corruption Law, Anti-Money Laundering Laws or Sanctions, incurred in connection with the Transaction Documents;
(ix) any obligation of the Seller or any of its Affiliates under Section 5.03; or
(x) any breach of the representations of Section 7.01(y) or the covenants of Section 8.01(dd).
(b) If for any reason the foregoing indemnification is unavailable to any Master Servicer Indemnified Party or insufficient to hold it harmless, then the Master Servicer shall contribute to the amount paid or payable by such Master Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Master Servicer and its Affiliates on the one hand and such Master Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Master Servicer and its Affiliates and such Master Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Master Servicer under this Section shall be in addition to any liability which the Master Servicer may otherwise have, shall extend upon the same terms and conditions to Master Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Master Servicer and the Master Servicer Indemnified Parties.
(c) Any indemnification or contribution under this Section shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Gray Television Inc)
Indemnification by the Master Servicer. (a) The Master Servicer hereby agrees to indemnify and hold harmless the Seller, the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Master Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Master Servicer pursuant to this Agreement or any other Transaction Facility Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Master Servicer Indemnified Amounts”); excluding (i) Master Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Master Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than (I) as set forth below and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iii) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Master Servicer shall pay on demand, to each Master Servicer Indemnified Party any and all amounts necessary to indemnify such Master Servicer Indemnified Party from and against any and all Master Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Master Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):
(i) any representation, warranty or statement made or deemed made by the Master Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Facility Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Master Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made;
(ii) the failure by the Master Servicer to comply with any applicable Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable Applicable Law;
(iii) the commingling of Collections of Pool Receivables at any time with other fundsfunds (including the commingling of Collections of Pool Receivables with Lease Receivable Collections);
(iv) any failure of a Collection Account Bank to comply with the terms of the applicable Control Agreement, the termination by a Collection Account Bank of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under any Control Agreement;
(v) any failure of the Master Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Facility Document; or;
(vi) any investigation, litigation or proceeding (actual or threatened) related to any Lease Receivable Financing or the Intercreditor Agreement;
(vii) any obligation of the Seller under Section 5.03; or
(viii) any breach of the representations of Section 7.01(l) or the covenants of Section 8.01(ff).
(b) If for any reason the foregoing indemnification is unavailable to any Master Servicer Indemnified Party or insufficient to hold it harmless, then the Master Servicer shall contribute to the amount paid or payable by such Master Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Master Servicer and its Affiliates on the one hand and such Master Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Master Servicer and its Affiliates and such Master Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Master Servicer under this Section shall be in addition to any liability which the Master Servicer may otherwise have, shall extend upon the same terms and conditions to Master Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Master Servicer and the Master Servicer Indemnified Parties.
(c) Any indemnification or contribution under this Section shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Ortho Clinical Diagnostics Holdings PLC)
Indemnification by the Master Servicer. (a) The Master Servicer hereby agrees to indemnify and hold harmless the Seller, the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Master Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Master Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Master Servicer Indemnified Amounts”); excluding excluding
(i) Master Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Master Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than (I) as set forth below and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iii) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Master Servicer shall pay on demand, to each Master Servicer Indemnified Party any and all amounts necessary to indemnify such Master Servicer Indemnified Party from and against any and all Master Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Master Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):
(i) any representation, warranty or statement made or deemed made by the Master Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Master Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made;
(ii) the failure by the Master Servicer to comply with any applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable Law;
(iii) the commingling of Collections of Pool Receivables at any time with other funds;
(iv) any failure of a Collection Account Bank to comply with the terms of the applicable Control Agreement, the termination by a Collection Account Bank of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under any Control Agreement;
(v) any failure of the Master Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; or
(vi) any obligation of the Seller under Section 5.03.
(b) If for any reason the foregoing indemnification is unavailable to any Master Servicer Indemnified Party or insufficient to hold it harmless, then the Master Servicer shall contribute to the amount paid or payable by such Master Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Master Servicer and its Affiliates on the one hand and such Master Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Master Servicer and its Affiliates and such Master Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Master Servicer under this Section shall be in addition to any liability which the Master Servicer may otherwise have, shall extend upon the same terms and conditions to Master Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Master Servicer and the Master Servicer Indemnified Parties.
(c) Any indemnification or contribution under this Section shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Nabors Industries LTD)
Indemnification by the Master Servicer. (a) The Master Servicer hereby agrees to indemnify and hold harmless the Seller, the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Master Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Master Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Master Servicer Indemnified Amounts”); excluding (i) Master Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Master Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than (I) as set forth below and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iii) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Master Servicer shall pay on demand, to each Master Servicer Indemnified Party any and all amounts necessary to indemnify such Master Servicer Indemnified Party from and against any and all Master Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Master Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):
(i) any representation, warranty or statement made or deemed made by the Master Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Master Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made;
(ii) the failure by the Master Servicer to comply with any applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable Law;
(iii) the commingling of Collections of Pool Receivables at any time with other funds;
(iv) any failure of a Collection Account Bank to comply with the terms of the applicable Control Agreement, the termination by a Collection Account Bank of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under any Control Agreement;
(v) any failure of the Master Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; or
(vi) any obligation of the Seller under Section 5.03.
(b) If for any reason the foregoing indemnification is unavailable to any Master Servicer Indemnified Party or insufficient to hold it harmless, then the Master Servicer shall contribute to the amount paid or payable by such Master Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Master Servicer and its Affiliates on the one hand and such Master Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Master Servicer and its Affiliates and such Master Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Master Servicer under this Section shall be in addition to any liability which the Master Servicer may otherwise have, shall extend upon the same terms and conditions to Master Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Master Servicer and the Master Servicer Indemnified Parties.
(c) Any indemnification or contribution under this Section shall survive the termination of this Agreement.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Nabors Industries LTD)
Indemnification by the Master Servicer. (a) The Master Servicer hereby agrees to indemnify and hold harmless the Seller, the Administrative Agent, the Purchaser PartiesPurchaser, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Master Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Master Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, reasonable Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Master Servicer Indemnified Amounts”); excluding excluding
(i) Master Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Master Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than (I) as set forth below and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iii) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Master Servicer shall pay on demand, to each Master Servicer Indemnified Party any and all amounts necessary to indemnify such Master Servicer Indemnified Party from and against any and all Master Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Master Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):
(i) any representation, warranty or statement made or deemed made by the Master Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Daily Report, any Weekly Monthly Report or any other information or report delivered by or on behalf of the Master Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made;
(ii) the failure by the Master Servicer to comply with any applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable Law;
(iii) the commingling of Collections of Pool Receivables at any time with other funds;
(iv) any failure of a Collection Account Bank StarTek to comply with the terms of the applicable Control AgreementAgreement to which it is a party, the termination by a Collection Account Bank StarTek of any Control Agreement except as permitted by this Agreement, or any amounts (including in respect of any indemnity) payable by the Administrative Agent Purchaser to a Collection Account Bank under any Control Agreement;; or
(v) any failure of the Master Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; or
(vi) any obligation of the Seller under Section 5.03.
(b) If for any reason the foregoing indemnification is unavailable to any Master Servicer Indemnified Party or insufficient to hold it harmless, then the Master Servicer shall contribute to the amount paid or payable by such Master Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Master Servicer and its Affiliates on the one hand and such Master Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Master Servicer and its Affiliates and such Master Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Master Servicer under this Section shall be in addition to any liability which the Master Servicer may otherwise have, shall extend upon the same terms and conditions to Master Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Master Servicer and the Master Servicer Indemnified Parties.
(c) Any indemnification or contribution under this Section shall survive the termination of this Agreement.
Appears in 1 contract
Indemnification by the Master Servicer. (a) The Without limiting any other rights which the Affected Parties or any of their respective Affiliates may have hereunder or under applicable law, to the fullest extent permitted by applicable law, the Master Servicer hereby agrees to indemnify and hold harmless the Seller, the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Master Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Master Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Master Servicer Indemnified Amounts”); excluding (i) Master Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Master Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than (I) as set forth below and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iii) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Master Servicer shall pay on demand, to each Master Servicer Indemnified Party any and all amounts necessary to indemnify such Master Servicer Indemnified Party from and against any and all Master Servicer Indemnified Amounts relating to damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements awarded against or resulting from incurred by any of the Indemnified Parties arising out of or relating to the following (but excluding Master Servicer Indemnified Amounts items described in clauses (i) through (vii), but excluding, however (iiA) any indemnified amounts to the extent determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification and (iiiB) aboveexcept as provided in the Transaction Documents, any recourse for defaulted Student Loans or Delinquent Student Loans or losses attributable to changes in the market value of the Financed Student Loans including, without limitation, because of changes in market interest rates or in rate of prepayment (the foregoing, being collectively referred to as “Master Servicer Indemnified Amounts”):
(i) the inaccuracy of any representation, representation or warranty or statement made or deemed made by the Master any Servicer (or any of its respective officers) under untrue, inaccurate, incomplete or misleading statement by any Servicer in any Transaction Document or any certificate, report, information or other document delivered pursuant thereto or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Master Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed madetherewith;
(ii) any failure by any Servicer to deliver any information, report, certification, accountants’ letter or other material when and as required under the Transaction Documents or any other failure by any Servicer to perform, or any negligence or willful misconduct in the performance by any Servicer of, any of its obligations in any Transaction Document;
(iii) any actual or alleged violations of law, breach of contract or tort by any Servicer occurring, directly or indirectly, in connection with the performance of its duties under any Transaction Document to which it is a party;
(iv) with respect to any Financed Student Loan and the servicing of such Financed Student Loan, any claim or dispute arising prior to, or arising from or relating to facts occurring on or prior to, the date on which such Financed Student Loan became a Financed Student Loan;
(v) [Reserved];
(vi) the inaccuracy of any representation or warranty by the Funding Note Issuer or any untrue, inaccurate, incomplete or misleading statement by the Funding Note Issuer in Section 2 of Appendix C and any Reimbursement Amount or Reimbursement Event Fees and Expenses arising therefrom to the extent not paid when required to be paid by the Funding Note Issuer pursuant to Section 4.03; and
(vii) the unavailability or destruction of any documents included in the definition of Loan Documents.
(b) The Master Servicer shall be jointly and severally liable (together with the Funding Note Issuer) for any Reimbursement Amount or Reimbursement Event Fees and Expenses arising from the inaccuracy of any representation or warranty by the Funding Note Issuer or any untrue, inaccurate, incomplete or misleading statement by the Funding Note Issuer in Section 2 of Appendix C.
(c) [Reserved].
(d) To the extent not paid pursuant to Section 1.05(c), any Master Servicer Indemnified Amounts shall be paid by the Master Servicer to comply with any applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable Law;
(iii) the commingling of Collections of Pool Receivables at any time with other funds;
(iv) any failure of a Collection Account Bank to comply with the terms of the applicable Control Agreement, the termination by a Collection Account Bank of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under any Control Agreement;
(v) any failure of the Master Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; or
(vi) any obligation of the Seller under Section 5.03.
(b) If for any reason the foregoing indemnification is unavailable to any Master Servicer Indemnified Party or insufficient to hold it harmless, then the Master Servicer shall contribute to the amount paid or payable by such Master Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Master Servicer and its Affiliates on the one hand and such Master Servicer Indemnified Party on or before the other hand in thirtieth (30th) day following the matters contemplated date of demand therefor accompanied by this Agreement as well as the relative fault of the Master Servicer and its Affiliates and such Master Servicer Indemnified Party reasonable supporting documentation with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Master Servicer under this Section shall be in addition to any liability which the Master Servicer may otherwise have, shall extend upon the same terms and conditions to Master Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Master Servicer and the Master Servicer Indemnified Partiesamounts.
(c) Any indemnification or contribution under this Section shall survive the termination of this Agreement.
Appears in 1 contract
Indemnification by the Master Servicer. (a) The Master Servicer hereby agrees to Servicer, if an Affiliated Entity, shall indemnify and hold harmless each of the SellerTrustee, any Series 1997-A Noteholder, or any Affiliate of any of the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees foregoing (each, a “Master Servicer an "Indemnified Party”), ") from and against any lossand all claims, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Master Servicer pursuant to this Agreement or any other Transaction Document, losses and liabilities (including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim reasonable attorneys' fees) (all of the foregoing being collectively referred to as, “Master Servicer as the "Indemnified Amounts”); excluding (iLosses") Master Servicer Indemnified Amounts to the extent a final non-appealable judgment suffered or sustained by reason of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted solely from the gross negligence or willful misconduct any breach by the Master Servicer Indemnified Party seeking indemnification, of its representations and warranties or obligations under the Agreement or this Supplement (ii) Taxes it being agreed that are covered by Section 5.03 (other than (I) as set forth below and (II) the breach of any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iii) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness such representation or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Master Servicer shall pay on demand, to each Master Servicer Indemnified Party any and all amounts necessary to indemnify such Master Servicer Indemnified Party from and against any and all Master Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Master Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):
(i) any representation, warranty or statement made or deemed made by the Master Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Master Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made;
(ii) the failure by the Master Servicer to comply with any applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable Law;
(iii) the commingling of Collections of Pool Receivables at any time with other funds;
(iv) any failure of a Collection Account Bank to comply with the terms of the applicable Control Agreement, the termination by a Collection Account Bank of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under any Control Agreement;
(v) any failure of the Master Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; or
(vi) any obligation of the Seller under Section 5.03.
(b) If for any reason the foregoing indemnification is unavailable to any Master Servicer Indemnified Party or insufficient to hold it harmless, then the Master Servicer shall contribute to the amount paid or payable by such Master Servicer Indemnified Party as a result of such lossextent it is an Affiliated Entity), claim, damage or liability in such proportion as is appropriate to reflect and the relative economic interests of the Master Servicer and its Affiliates on the one hand and such Master Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Master Servicer and its Affiliates and such Master Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution indemnification obligations of the Master Servicer under this Section (if an Affiliated Entity) resulting therefrom, shall in each case, be in addition determined without giving effect to any liability which limitation on the Master Servicer may otherwise have, shall extend upon "knowledge," "best of knowledge" or other similar limitation on the same terms and conditions to Master Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives knowledge of the Master Servicer (if an Affiliated Entity) contained in any such representation or warranty), excluding, however, (a) Indemnified Losses to the extent resulting from willful misconduct, bad faith, gross negligence, the reckless disregard by such Indemnified Party of any of his, her or its obligations and duties, (b) recourse (except as otherwise specifically provided in the Master Servicer Indemnified Parties.
Agreement or this Supplement) for uncollectible Receivables or (c) Any indemnification any net income taxes or contribution under franchise taxes imposed with respect to net income (or any interest or penalties with respect thereto) incurred by such Indemnified Party arising out of or as a result of the Agreement, this Supplement or the interest conveyed thereunder or hereunder in Pledged Assets or in respect of any Receivable or any Contract or the Seller Purchase Agreement or the Issuer Purchase Agreement. In addition, in no event shall "Indemnified Losses" include any consequential, special or punitive damages. Indemnification pursuant to this Section 9.02 shall not be payable from the Pledged Assets. The agreement contained in this Section 9.02 shall survive the collection of all Receivables, the termination of the Agreement and this AgreementSupplement and the payment of all amounts otherwise due hereunder.
Appears in 1 contract
Samples: Master Trust Indenture and Security Agreement (Wentworth J G & Co Inc)
Indemnification by the Master Servicer. (a) The Without limiting any other rights that any Indemnified Party may have hereunder or under Applicable Law, the Master Servicer hereby agrees to indemnify each Indemnified Party from and hold harmless against any and all claims, losses and liabilities including Attorney Costs; provided that the SellerMaster Servicer shall only be responsible for the reasonable documented out-of-pocket fees and disbursements of one primary counsel to the Administrative Agent and the Purchasers and, if reasonably necessary, one regulatory counsel and one local counsel in each Relevant Jurisdiction, and, solely in the case of any actual or potential conflict of interest as determined by the Administrative Agent or Purchaser affected by such conflict, the Administrative Agent’s or such Purchaser’s own firm of counsel and, the if reasonably necessary, one regulatory counsel and one local counsel in each Relevant Jurisdiction to such affected Administrative Agent or Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Master Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Master Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, as “Master Servicer Indemnified Amounts”); excluding ) arising out of or resulting from (whether directly or indirectly): (i) Master Servicer Indemnified Amounts to the extent failure of any information contained in a final non-appealable judgment of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted solely from the gross negligence or willful misconduct by the Master Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than (I) as set forth below and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iii) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Master Servicer shall pay on demand, to each Master Servicer Indemnified Party any and all amounts necessary to indemnify such Master Servicer Indemnified Party from and against any and all Master Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Master Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):
(i) any representation, warranty or statement made or deemed made by the Master Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Master Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made;
(ii) the failure by the Master Servicer Interim Report to comply with any applicable Law with respect to any Pool Receivable or the related Contract; be true and correct, or the failure of any Pool Receivable other information provided to any Purchaser or the related Contract Administrative Agent by, or on behalf of, the Master Servicer to conform to any such applicable Law;
be true and correct; (iii) the commingling of Collections of Pool Receivables at any time with other funds;
(ivii) any failure of a Collection Account Bank (other than a Purchaser or an Affiliate thereof) to comply with the terms of the applicable Control Agreement, the termination by a Collection Account Bank (other than Xxxxx or an Affiliate thereof) of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank (other than Xxxxx or an Affiliate thereof) under any Control Agreement;
; (iii) the failure of any representation, warranty or statement made or deemed made by the Master Servicer (or any of its officers) under or in connection with this Agreement to have been true and correct as of the date made or deemed made in all respects when made; (iv) the failure by the Master Servicer to comply with any Applicable Law, rule or regulation with respect to any Pool Receivable or the related Contract; (v) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable; (vi) any failure of the Master Servicer to comply perform its duties or obligations in accordance with its covenants, obligations and agreements contained in this Agreement the provisions hereof or any other Transaction DocumentDocument to which it is a party; or
(vivii) delaying the Administrative Agent from filing, financing statements or other similar instruments or documents under the UCC of any obligation of the Seller under Section 5.03.
(b) If for any reason the foregoing indemnification is unavailable to any Master Servicer Indemnified Party applicable jurisdiction or insufficient to hold it harmless, then the Master Servicer shall contribute to the amount paid or payable by such Master Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Master Servicer and its Affiliates on the one hand and such Master Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Master Servicer and its Affiliates and such Master Servicer Indemnified Party Applicable Laws with respect to such lossany Receivables, claim, damage in or liability purporting to be in the Receivables Pool and any other relevant equitable considerations. The reimbursementSold Assets or Seller Collateral, indemnity and contribution obligations of whether at the Master Servicer under this Section shall be in addition to any liability which the Master Servicer may otherwise have, shall extend upon the same terms and conditions to Master Servicer Indemnified Party, and shall be binding upon and inure to the benefit time of any successorspurchase or reinvestment or at any subsequent time; or (viii) the commingling of Collections of Pool Receivables at any time with other funds. This Section 12.02 shall not apply with respect to Taxes other than Taxes that represent losses, assignsclaims, heirs and personal representatives of the Master Servicer and the Master Servicer Indemnified Partiesdamages, etc. arising from any non-Tax claim.
(c) Any indemnification or contribution under this Section shall survive the termination of this Agreement.
Appears in 1 contract
Indemnification by the Master Servicer. (a) The Master Servicer hereby agrees to Servicer, if an Affiliated Entity, shall indemnify and hold harmless each of the SellerTrustee, the Administrative AgentTrust, any Series 1997-1 Certificateholder, or any Affiliate of any of the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees foregoing (each, a “Master Servicer an "Indemnified Party”), ") from and against any lossand all claims, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Master Servicer pursuant to this Agreement or any other Transaction Document, losses and liabilities (including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim reasonable attorneys' fees) (all of the foregoing being collectively referred to as, “Master Servicer as the "Indemnified Amounts”); excluding (iLosses") Master Servicer Indemnified Amounts to the extent a final non-appealable judgment suffered or sustained by reason of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted solely from the gross negligence or willful misconduct any breach by the Master Servicer Indemnified Party seeking indemnification, of its representations and warranties or obligations under the Agreement or this Supplement (ii) Taxes it being agreed that are covered by Section 5.03 (other than (I) as set forth below and (II) the breach of any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iii) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness such representation or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Master Servicer shall pay on demand, to each Master Servicer Indemnified Party any and all amounts necessary to indemnify such Master Servicer Indemnified Party from and against any and all Master Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Master Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):
(i) any representation, warranty or statement made or deemed made by the Master Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Master Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made;
(ii) the failure by the Master Servicer to comply with any applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable Law;
(iii) the commingling of Collections of Pool Receivables at any time with other funds;
(iv) any failure of a Collection Account Bank to comply with the terms of the applicable Control Agreement, the termination by a Collection Account Bank of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under any Control Agreement;
(v) any failure of the Master Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; or
(vi) any obligation of the Seller under Section 5.03.
(b) If for any reason the foregoing indemnification is unavailable to any Master Servicer Indemnified Party or insufficient to hold it harmless, then the Master Servicer shall contribute to the amount paid or payable by such Master Servicer Indemnified Party as a result of such lossextent it is an Affiliated Entity), claim, damage or liability in such proportion as is appropriate to reflect and the relative economic interests of the Master Servicer and its Affiliates on the one hand and such Master Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Master Servicer and its Affiliates and such Master Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution indemnification obligations of the Master Servicer under this Section (if an Affiliated Entity) resulting therefrom, shall in each case, be in addition determined without giving effect to any liability which limitation on the Master Servicer may otherwise have, shall extend upon "knowledge," "best of knowledge" or other similar limitation on the same terms and conditions to Master Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives knowledge of the Master Servicer (if an Affiliated Entity) contained in any such representation or warranty), excluding, however, (a) Indemnified Losses to the extent resulting from willful misconduct, bad faith, gross negligence, the reckless disregard by such Indemnified Party of any of his, her or its obligations and duties, (b) recourse (except as otherwise specifically provided in the Master Servicer Indemnified Parties.
Agreement or this Supplement) for uncollectible Receivables or (c) Any indemnification any net income taxes or contribution under franchise taxes imposed with respect to net income (or any interest or penalties with respect thereto) incurred by such Indemnified Party arising out of or as a result of the Agreement, this Supplement or the interest conveyed thereunder or hereunder in Trust Assets or in respect of any Receivable or any Contract or the Seller Purchase Agreement. In addition, in no event shall "Indemnified Losses" include any consequential, special or punitive damages. Indemnification pursuant to this Section shall not be payable from the Trust Assets. The agreement contained in this Section 9.02 shall survive the collection of all Receivables, the termination of the Agreement and this AgreementSupplement and the payment of all amounts otherwise due hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wentworth J G & Co Inc)
Indemnification by the Master Servicer. (a) The Without limiting any other rights that any Indemnified Party may have hereunder or under Applicable Law, the Master Servicer hereby agrees to indemnify and hold harmless the Seller, the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Master Servicer each Indemnified Party”), Party from and against any lossand all claims, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Master Servicer pursuant to this Agreement or any other Transaction Document, losses and liabilities (including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim Costs) (all of the foregoing being collectively referred to as, as “Master Servicer Indemnified Amounts”); excluding ) arising out of or resulting from (whether directly or indirectly): (i) Master Servicer Indemnified Amounts the failure of any information contained in a Monthly Report or Weekly Report to be true and correct, or the extent a final non-appealable judgment failure of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted solely from any other information provided to any Purchaser or the gross negligence Administrative Agent by, or willful misconduct by the Master Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than (I) as set forth below and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iii) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoingbehalf of, the Master Servicer shall pay on demand, to each Master Servicer Indemnified Party any be true and all amounts necessary to indemnify such Master Servicer Indemnified Party from and against any and all Master Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Master Servicer Indemnified Amounts described in clauses (i), correct; (ii) and any failure of a Lock-Box Bank (other than Xxxxx or an Affiliate thereof) to comply with the terms of the applicable Lock-Box Agreement, the termination by a Lock-Box Bank (other than Xxxxx or an Affiliate thereof) of any Lock-Box Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Lock-Box Bank (other than Xxxxx or an Affiliate thereof) under any Lock-Box Agreement; (iii) above):
(i) the failure of any representation, warranty or statement made or deemed made by the Master Servicer (or any of its respective officers) under or in connection with this Agreement, any Agreement to have been true and correct as of the other Transaction Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Master Servicer pursuant hereto which shall have been untrue or incorrect when date made or deemed made in all respects when made;
; (iiiv) the failure by the Master Servicer to comply with any applicable Law law, rule or regulation with respect to any Pool Receivable or the related Contract; (v) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable; (vi) any failure of the Master Servicer to perform its duties or obligations in 744072627 21691544 99 accordance with the provisions hereof or any other Transaction Document to which it is a party; (vii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any Pool Receivable applicable jurisdiction or the related Contract to conform other applicable laws with respect to any such applicable Law;
Receivables, in or purporting to be in the Receivables Pool and any other Sold Assets or Seller Collateral, whether at the time of any purchase or reinvestment or at any subsequent time; (iiiviii) the commingling of Collections of Pool Receivables at any time with other funds;
; or (iv) any failure of a Collection Account Bank to comply with the terms of the applicable Control Agreement, the termination by a Collection Account Bank of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under any Control Agreement;
(v) any failure of the Master Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document; or
(viix) any obligation of the Seller under Section 5.03.
(b) If for any reason the foregoing indemnification is unavailable to any Master Servicer Indemnified Party or insufficient to hold it harmless, then the Master Servicer shall contribute to the amount paid or payable by such Master Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Master Servicer and its Affiliates on the one hand and such Master Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Master Servicer and its Affiliates and such Master Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Master Servicer under this Section shall be in addition to any liability which the Master Servicer may otherwise have, shall extend upon the same terms and conditions to Master Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Master Servicer and the Master Servicer Indemnified Parties.
(c) Any indemnification or contribution under this Section shall survive the termination of this Agreement.
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Indemnification by the Master Servicer. (a) The Without limiting any other rights that any Indemnified Party may have hereunder or under Applicable Law, the Master Servicer hereby agrees to indemnify and hold harmless the Seller, the Administrative Agent, the Purchaser Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Master Servicer each Indemnified Party”), Party from and against any lossand all claims, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Master Servicer pursuant to this Agreement or any other Transaction Document, losses and liabilities (including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim Costs) (all of the foregoing being collectively referred to as, as “Master Servicer Indemnified Amounts”); excluding ) arising out of or resulting from (whether directly or indirectly): (i) Master Servicer Indemnified Amounts the failure of any information contained in a Monthly Report or Weekly Report to be true and correct, or the extent a final non-appealable judgment failure of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted solely from any other information provided to any Purchaser or the gross negligence Administrative Agent by, or willful misconduct by the Master Servicer Indemnified Party seeking indemnification, (ii) Taxes that are covered by Section 5.03 (other than (I) as set forth below and (II) any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and (iii) Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoingbehalf of, the Master Servicer shall pay on demand, to each Master Servicer Indemnified Party any be true and all amounts necessary to indemnify such Master Servicer Indemnified Party from and against any and all Master Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Master Servicer Indemnified Amounts described in clauses (i), correct; (ii) and any failure of a Lock-Box Bank (other than Xxxxx or an Affiliate thereof) to comply with the terms of the applicable Lock-Box Agreement, the termination by a Lock-Box Bank (other than Xxxxx or an Affiliate thereof) of any Lock-Box Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Lock-Box Bank (other than Xxxxx or an Affiliate thereof) under any Lock-Box Agreement; (iii) above):
(i) the failure of any representation, warranty or statement made or deemed made by the Master Servicer (or any of its respective officers) under or in connection with this Agreement, any Agreement to have been true and correct as of the other Transaction Documents, any Monthly Report, any Weekly Report or any other information or report delivered by or on behalf of the Master Servicer pursuant hereto which shall have been untrue or incorrect when date made or deemed made in all respects when made;
; (iiiv) the failure by the Master Servicer to comply with any applicable Law law, rule or regulation with respect to any Pool Receivable or the related Contract; (v) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable; (vi) any failure of the Master Servicer to perform its duties or obligations in accordance with the provisions hereof or any other Transaction Document to which it is a party; (vii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any Pool Receivable applicable jurisdiction or the related Contract to conform other applicable laws with respect to any such applicable Law;
Receivables, in or purporting to be in the Receivables Pool and any other Sold Assets or Seller Collateral, whether at the time of any purchase or reinvestment or at any subsequent time; (iiiviii) the commingling of Collections of Pool Receivables at any time with other funds;
; (ivix) any failure of a Collection Account Bank to comply with the terms of the applicable Control Agreement, the termination civil penalty or fine assessed by a Collection Account Bank of any Control Agreement or any amounts (including in respect of any indemnity) payable by the Administrative Agent to a Collection Account Bank under any Control Agreement;
(v) any failure of the Master Servicer to comply with its covenants, obligations and agreements contained in this Agreement OFAC or any other Governmental Authority administering any Anti-Corruption Law, Anti-Money Laundering Laws or Sanctions, incurred in connection with the Transaction DocumentDocuments; or
(vix) any investigation, litigation or proceeding (actual or threatened) related to any Boeing Receivable or any other Excluded Receivable or any related Contract; or (xi) any obligation of the Seller under Section 5.03.
(b) If for any reason the foregoing indemnification is unavailable to any Master Servicer Indemnified Party or insufficient to hold it harmless, then the Master Servicer shall contribute to the amount paid or payable by such Master Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Master Servicer and its Affiliates on the one hand and such Master Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Master Servicer and its Affiliates and such Master Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Master Servicer under this Section shall be in addition to any liability which the Master Servicer may otherwise have, shall extend upon the same terms and conditions to Master Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Master Servicer and the Master Servicer Indemnified Parties.
(c) Any indemnification or contribution under this Section shall survive the termination of this Agreement.758444419 21691544 93
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