Indemnification by Transferor. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, Transferor hereby agrees to indemnify and hold harmless the Trust, Trustee and each Certificateholder and each of the successors, permitted transferees and assigns of any such Person and all officers, directors, shareholders, controlling Persons, employees, affiliates and agents of any of the foregoing (each of the foregoing Persons being individually called an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlement or otherwise, and whether or not the relevant Indemnified Party is a party to any action or proceeding that gives rise to any Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursements) (all of the foregoing being collectively called "Indemnified Losses") awarded against or incurred by any of them that arise out of or relate to Transferor's performance of, or failure to perform, any of its obligations under or in connection with this Agreement, any other Transaction Document or any of the transactions contemplated herein or therein or the use of proceeds herefrom or therefrom. Notwithstanding the foregoing (and with respect to clause (b) below, without prejudice to the rights that the Trustee may have pursuant to the other provisions of this Agreement or the provisions of any of the other Transaction Documents), in no event shall any Indemnified Party be indemnified against any Indemnified Losses (a) resulting from gross negligence or willful misconduct on the part of such Indemnified Party (or the gross negligence or willful misconduct on the part of any of such Indemnified Party's officers, directors, employees, affiliates or agents), (b) to the extent the same include Indemnified Losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to Transferor for the amount of any Receivable or Related Transferred Asset not paid by the related Obligor, (c) to the extent such Indemnified Losses are or result from lost profits, or (d) to the extent such Indemnified Losses are or result from taxes asserted with respect to (i) distributions on the Investor Certificates (other than any withholding taxes, if and to the extent that (A) such withholding taxes should have been (but in fact were not) withheld and paid over by the Trust to t...
Indemnification by Transferor. Transferor hereby indemnifies and holds Transferee harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including reasonable attorneys' fees) that may at any time be incurred by Transferee, whether before or after Closing, as a result of any breach by Transferor of any of its representations, warranties, covenants or obligations set forth herein or in any other document delivered by Transferor pursuant hereto, for a period of one (1) year following the Closing. The provisions of this section shall survive termination of this Agreement by Transferee or Transferor.
Indemnification by Transferor. In the event that the Company or any member of the Board becomes involved in any capacity in any action, proceeding, or investigation brought by or against any Person (including any Shareholder) in connection with any Transfer by a Shareholder of a Shareholder’s interest in the Company or the admission into the Company as a Shareholder of any purchaser, assignee, transferee, donee, heir, legatee, distributee or other recipient (each, an “Assignee”) of such transferring Shareholder’s interest in the Company, the Shareholder who has transferred all or any portion of its interest in the Company will periodically reimburse each of the Company and the members of the Board for each of their legal and other expenses (including the cost of any investigation and preparation) incurred in connection with such action, proceeding or investigation. To the fullest extent permitted by law, the transferring Shareholder also will indemnify the Company and the members of the Board for any losses, claims, damages, or liabilities to which any of them may become subject in connection with such Transfer. The reimbursement and indemnity obligations of the transferring Shareholder under this Section 3.01(j) shall be in addition to any liability that the transferring Shareholder may otherwise have, shall extend upon the same terms and conditions to the partners, employees, stockholders, members, managers, and controlling Persons of the Company, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the members of the Board and any such Persons. The obligations of a transferor under the foregoing provisions shall survive the Transfer of its interest or any termination of this Agreement.
Indemnification by Transferor. From and after the Closing, Transferor shall indemnify, defend and hold Transferee, its Affiliates, and their respective directors, officers, representatives, employees and agents harmless from and against any and all Liabilities that may be incurred by Transferee resulting or arising from, related to or incurred in connection with: (i) the failure of Transferor to assume, pay, perform and discharge the Retained Liabilities and (ii) any breach of any representation, warranty, covenant, obligation or agreement of Transferor contained herein or in any other Transaction Document.
Indemnification by Transferor. Transferor shall defend, indemnify and hold New Manager and New Manager’s shareholders, members, officers, directors, employees, representatives and agents and their respective representatives, heirs and assigns (the “New Manager Indemnified Parties”) harmless from and against any claim, action, suit, proceeding, investigation, liability, damage, loss, cost or expense (including reasonable attorneys’ fee and reasonable disbursements of counsel and actual costs and whether or not involving a third party claim) (collectively, a “Loss”) resulting from (i) any inaccuracy or breach of any representation, warranty, covenant, agreement or obligation on the part of Transferor contained in this Agreement or in any of the agreements, certificates or other instruments attached hereto; (ii) the occupancy, management or operation of the Facility prior to the Effective Time; and (iii) any Excluded Liabilities.
Indemnification by Transferor. Transferor shall defend, indemnify and hold harmless Transferee, its affiliates and their respective members, stockholders, managers, directors, officers and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or relating to:
Indemnification by Transferor. In the event that the Company, the Managing Member, or the Manager becomes involved in any capacity in any action, proceeding, or investigation brought by or against any Person (including any Member) in connection with any Transfer by a Member of a Member’s interest in the Company or the admission into the Company as a Member of any purchaser, assignee, transferee, donee, heir, legatee, distributee or other recipient (each, an “Assignee”) of such transferring Member’s interest in the Company (any such Assignee, when so admitted, being hereinafter called a “Substituted Member”), the Member who has transferred all or any portion of its interest in the Company will periodically reimburse each of the Company, the Managing Member, or the Manager for each of their legal and other expenses (including the cost of any investigation and preparation) incurred in connection with such action, proceeding or investigation. To the fullest extent permitted by law, the transferring Member also will indemnify the Company, the Managing Member, and the Manager for any losses, claims, damages, or liabilities to which either of them may become subject in connection with such Transfer. The reimbursement and indemnity obligations of the transferring Member under this Section 8.3 shall be in addition to any liability that the transferring Member may otherwise have, shall extend upon the same terms and conditions to the Members, employees, stockholders, members, managers and controlling Persons of the Manager and the Managing Member, and shall be binding upon and inure to the benefit of any Successors, assigns, heirs, and personal representatives of the Company, the Managing Member, the Manager, and any such Persons. The obligations of a transferor under the foregoing provisions shall survive the Transfer of its interest or any termination of this Agreement.
Indemnification by Transferor. Subject to the limitations set forth in Sections 7.01 and 7.04, Transferor shall indemnify and hold harmless Acquirer and its officers, directors, employees, agents, permitted assigns, Affiliates and successors thereof from, against, for and in respect of:
Indemnification by Transferor. Transferor hereby agrees to indemnify, defend, save and hold Transferee and its Affiliates and their respective directors, officers, employees, representatives and agents and each of the successors and assigns of any of the foregoing (the "Transferee Group") harmless from and against any and all damage, liability, loss, expense, assessment, judgment or deficiency of any nature whatsoever (including, without limitation, attorneys' fees and other costs and expenses incident to any Proceeding) (together, "losses") incurred or sustained by any member of the Transferee Group which shall arise out of or result from (1) any breach or inaccuracy of any representation or warranty set forth in Sections 2(c), 2(g) and 2(u), and (2) the nonfulfillment or breach of any agreement, obligation or covenant of Transferor contained herein, in each case after offset by any related insurance proceeds directly related to the matter for which indemnification is claimed (net of increased insurance premiums and charges related directly to such losses) to which any member of the Transferee Group is entitled under its insurance policies (it being understood that no member of the Transferee Group has any obligation hereunder to carry insurance coverage for any particular or general group of risks), or other third party recovery received by any member of the Transferee Group related to the matter for which indemnification is claimed (it being understood that no member of the Transferee Group has any obligation hereunder to institute a Proceeding or take any other action detrimental to any member of Transferee Group to seek such recovery).
Indemnification by Transferor. Transferor shall, during the applicable survival period, indemnify, defend, and hold harmless Transferee and its respective members, officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of, or resulting from any breach by Transferor of any of its representations, warranties, covenants or agreements in this Agreement or any other Document, subject to the Business Representations Damage Cap with respect to breaches of the Business Representations.
