Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the Seller hereby agrees to indemnify the Trust and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from:
(a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct;
(b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made;
(c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation;
(d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with re...
Indemnification by the Seller. Seller agrees to indemnify, defend and hold harmless the Buyer against and in respect of any loss, damage, deficiency, cost or expense (including without limitation, reasonable attorneys’ fees) resulting from any breach by Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreement.
Indemnification by the Seller. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 4 herein, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities or any underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 5(a)) the Company and all other prospective sellers with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller or underwriter specifically stating that it is for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the prospective sellers, or any of their respective affiliates, directors, officers or controlling Persons and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Indemnification by the Seller. Subject to the terms and conditions of this Article 10, the Seller shall save, defend, indemnify and hold harmless the Buyer (including the Targets) and the respective Representatives, successors and assigns of each of the foregoing excluding the Buyer’s Designees (collectively, the “Buyer Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), incurred, sustained or suffered by any of the foregoing to the extent arising out of or resulting from:
(a) any breach of any representation or warranty made by the Seller contained in this Agreement;
(b) any breach of any covenant or agreement by the Seller contained in this Agreement;
(c) any Third Party Claim that arises from an event occurring prior to Closing regarding any Interest Holder or a holder of an equity interest in a Minority Owned Entity other than (i) a liability reflected on the Balance Sheet of such Target to the extent of the amount so reflected or (ii) any Assumed Liability and any other liability expressly assumed by Buyer under this Agreement to the extent of the amount so assumed;
(d) any claim for any broker’s or investment banking fees of the Seller or its Affiliates in connection with this Agreement and the transactions contemplated hereby; and
(e) any claim or cause of action by any holder of Bonds arising from or in connection with the Offer and Solicitation.
Indemnification by the Seller. Subject to the provisions of Section 4.1 and 4.5, the Seller shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: any Breach of any of the representations or warranties made by the Seller in this Agreement or any of the other Transactional Agreements; any Breach by the Seller of any representation, warranty, statement, information or provision made by the Seller contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives and attached hereto; any Breach of any covenant or obligation of the Seller contained in any of the Transactional Agreements; any Liability of the Seller or of any Related Party (including any failure to comply with any bulk transfer laws or similar Legal Requirements in connection with any of the Transactions) other than (i) the Assumed Liabilities and (ii) any Liability arising out of any Breach included in clause "(a)", "(b)" or "(c)" above; or any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(a)," "(b)," "(c)," or "(d)," above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 4).
Indemnification by the Seller. The Seller shall indemnify each Affected Person, within ten (10) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Affected Person or required to be withheld or deducted from a payment to such Affected Person and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority and (II) Taxes that arise because an Investment or any Capital is not treated for U.S. federal, state, local or franchise tax consistently with the Intended Tax Treatment (such indemnification will include any U.S. federal, state or local income and franchise taxes necessary to make such Affected Person whole on an after-tax basis taking into account the taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon notice by the Administrative Agent or any Affected Person, the Seller shall pay such Indemnified Taxes directly to the relevant taxing authority or Governmental Authority (or to the Administrative Agent or such Affected Person if such Taxes have already been paid to the relevant taxing authority or Governmental Authority); provided that neither the Administrative Agent nor any Affected Person shall be under any obligation to provide any such notice to the Seller. A certificate as to the amount of such payment or liability delivered to the Seller by an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of an Affected Person, shall be conclusive absent manifest error.
Indemnification by the Seller. (a) Without limiting any other rights that the Buyer, any assignee of the Buyer or any of such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or any of them as a result of any of the Indemnified Matters (as defined below), excluding, however, (a) Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party, and (b) Indemnified Amounts that have the effect of recourse for non–payment of the Transferred Assets due to credit problems of the Obligors (including bankruptcy or insolvency). If the Seller has made any indemnity payment pursuant to this Section 9.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, then the recipient shall repay to the Seller an amount equal to the amount it has collected from others in respect of such indemnified amounts. As used herein, “Indemnified Matters” means:
Indemnification by the Seller. The Seller agrees to indemnify and hold the Trustee, the Depositor, the Certificate Insurer and each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Certificate Insurer and any Owner sustain in any way related to the failure of Seller to perform its duties in compliance with the terms of this Agreement. The Seller shall immediately notify the Trustee, the Depositor, the Certificate Insurer and each Owner if a claim is made by a third party that the Servicer has failed to perform its obligations to service and administer the Home Equity Loans in compliance with the terms of this Agreement, and the Seller shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Depositor, the Servicer, the Seller, the Trustee, the Certificate Insurer and/or Owner in respect of such claim. The Trustee shall, in accordance with instructions received from the Seller, reimburse the Seller only from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to the preceding sentence, except when a final nonappealable adjudication determines that the claim relates directly to the failure of the Seller to perform its duties in compliance with the terms of this Agreement. The provisions of this Section 6.12 shall survive the termination of this Agreement and the payment of the outstanding Certificates. END OF ARTICLE VI
Indemnification by the Seller. (a) Notwithstanding the Closing, the Seller shall indemnify and agree to save and hold the Buyer, its directors, officers, and employees (the “Buyer Indemnitees”), harmless against any Losses incurred by any Buyer Indemnitee after the Closing, to the extent such Losses arise out of or result from any one or more of the following:
(i) a breach of any representation or warranty of the Seller contained in Article 5 of this Agreement;
(ii) a breach of any of the covenants or agreements of the Seller contained in this Agreement; or
(iii) the Seller’s failure to pay in full (including any fees and expenses relating to such Loss) the Debt Repayment Amounts shown on Schedule 10.2(a)(iii); provided, however, to the extent that any such Losses are reflected in the post-closing adjustment pursuant to Section 3.2 of this Agreement, the Buyer shall not be entitled to indemnification for such Losses pursuant to this Section 10.2(a)(iii).
(b) Notwithstanding anything in this Section 10.2 to the contrary:
(i) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) unless the aggregate of all Losses relating thereto for which the Seller would, but for this Section 10.2(b)(i), be liable exceeds on a cumulative basis an amount equal to USD $500,000 (subject to Section 10.2(b)(ii)) (at which point, subject to the other limitations herein, the Seller will be liable to the Buyer Indemnitees for all such Losses from the first dollar of Losses); and
(ii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) (whether such liability would be pursuant to such section or under any other theory of liability) for any individual items where the Loss relating thereto is less than USD $50,000 and such items shall not be aggregated for purposes of clause (i) of this Section 10.2(b);
(iii) the Seller shall not have any liability with respect to matters covered by Section 10.2(a)(i) or (ii) and/or Section 9.1 (whether such liability would be pursuant to such section or under any other theory of liability) for any breach of a representation or warranty if the Buyer otherwise is aware of such breach prior to the Closing; and
(iv) the maximum amount for which the Seller shall be liable with respect to matters covered by Section 10.2(a)(i) or (ii) whether such liability would be pursuant to such section or ...
Indemnification by the Seller. From and after the Closing and subject to the terms and limitations of this Article 8, the Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Damages incurred or suffered by the Purchaser Indemnified Parties (whether involving a Third Party Claim or a claim solely among the parties) arising out of, resulting from, or in connection with:
(a) any breach of, or inaccuracy in, any representation or warranty of the Seller contained in or made pursuant to Article 3 of this Agreement or in any certificate or other instrument delivered pursuant hereto;
(b) any breach of, or failure to timely perform, any covenant or agreement of the Seller contained in or made pursuant to this Agreement, the Restructuring Agreements, the Pension Plan and Employee Benefit Plan Agreement, the License Agreement or in any certificate or other instrument delivered pursuant hereto or thereto, as applicable; or
(c) subject to Section 8.2(c) of the Pension Plan and Employee Benefit Plan Agreement, any of the Indemnified Liabilities.
