Indemnification by WEST. WEST agrees to indemnify and hold harmless the Series 2007-B2 Holders and any of their respective officers, directors, employees, agents, representatives, assignees and Affiliates (each, an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including reasonable legal and accounting fees) (collectively, “Losses”), as incurred (payable promptly upon written request), for or on account of or arising from or in connection with any breach of any representation, warranty or covenant of WEST in this Agreement or any other Related Document or in any certificate or other written material delivered pursuant hereto; provided, however, that WEST shall not be so required to indemnify any such Person or otherwise be liable to any such Person hereunder for any Losses arising from such Person’s gross negligence, willful misconduct or bad faith. Notwithstanding the foregoing, WEST shall not be liable for any settlement of any proceeding effected without its written consent. All amounts due to an Indemnified Party under this Article VII shall be included in the amounts due to the Series 2007-B2 Notes and the Indenture Trustee shall pay such amounts to such Series 2007-B2 Holders as part of the increased costs on the Series 2007-B2 Notes out of the Available Collections Amount on each Payment Date as provided in Section 3.14 of the Indenture and Section 3.02 of the Series 2007-B2 Supplement.
Indemnification by WEST. WEST hereby agrees to indemnify and hold harmless Xxxxxx, its Affiliates and their successors and assigns, and the trustees and agents of Xxxxxx, its Affiliates and their successors and assigns (each an “Xxxxxx Indemnified Party”) for any and all Losses, arising out of or resulting from or relating to:
(a) the breach or inaccuracy of any representation or warranty made by WEST contained in the Transfer Documents;
(b) the breach of any covenant or agreement by WEST contained in the Transfer Documents;
(c) Liabilities of WEST and the Initial Asset Trusts arising from or relating to the ownership of the Initial Assets or the Initial Asset Interests or actions or inactions of WEST, the Initial Asset Trusts or the conduct of their respective businesses after the relevant Delivery Date; or
(d) any and all Losses suffered or incurred by Xxxxxx or the Initial Asset Trusts by reason of or in connection with any claim or cause of action of any third party to the extent arising out of any action, inaction, event, condition, liability or obligation of WEST or the Initial Asset Trusts occurring or existing after the relevant Delivery Date, except to the extent such Losses are due to the gross negligence, fraud or willful misconduct of any Xxxxxx Indemnified Party.
Indemnification by WEST. Except as specifically set forth in this Agreement (and any rights or claims arising as a breach of an obligation contained in this Agreement), effective as of the Delivery Date in respect of an Initial Asset Interest, WEST waives any rights and claims WEST or any of its Affiliates may have against any Xxxxxx or any of its Affiliates, whether in law, in equity or otherwise, relating to such Initial Asset Interest, the corresponding Initial Asset Trust, Initial Asset and Related Assets and the transactions contemplated by this Agreement. The rights and claims waived by WEST include claims for contribution or other rights of recovery arising out of or relating to claims for breach of contract, breach of representation or warranty, negligent misrepresentation other claims for breach of duty and all other claims under any other theory of law or equity. After the relevant Delivery Date, this Article VI and Section 8.12 will provide the sole and exclusive remedy for WEST relating to such Initial Asset Interest, the corresponding Initial Asset Trust, Initial Asset and Related Assets and the transactions contemplated by this Agreement. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission.
Indemnification by WEST. Except as specifically set forth in this Agreement (and any rights or claims arising as a breach of an obligation contained in this Agreement), effective as of the Delivery Date in respect of an Initial Asset Interest or a Title Transfer Asset, as applicable, WEST waives any rights and claims WEST or any of its Affiliates may have against Xxxxxx or any of its Affiliates, whether in law, in equity or otherwise, relating to such Initial Asset Interest or Title Transfer Asset, as applicable, the corresponding Initial Asset Trust, Initial Asset and Related Assets and the transactions contemplated by this Agreement. The rights and claims waived by WEST include claims for contribution or other rights of recovery arising out of or relating to claims for breach of contract, breach of representation or warranty, negligent misrepresentation other claims for breach of duty and all other claims under #4843-4322-6596v6 any other theory of law or equity. After the relevant Delivery Date, this Article VI and Section 8.12 will provide the sole and exclusive remedy for WEST relating to such Initial Asset Interest or Title Transfer Asset, as applicable, the corresponding Initial Asset Trust, Initial Asset and Related Assets and the transactions contemplated by this Agreement.
Indemnification by WEST. Except as specifically set forth in this Agreement (and any rights or claims arising as a breach of an obligation contained in this Agreement), effective as of the Delivery Date in respect of an Initial Asset Interest, WEST waives any rights and claims WEST or any of its Affiliates may have against any Xxxxxx or any of its Affiliates, whether in law, in equity or otherwise, relating to such Initial Asset Interest, the corresponding Initial Asset Trust, Initial Asset and Related Assets and the transactions contemplated by this Agreement. The rights and claims waived by WEST include claims for contribution or other rights of recovery arising out of or relating to claims for breach of contract, breach of representation or warranty, negligent misrepresentation other claims for breach of duty and all other claims under any other theory of law or equity. After the relevant Delivery Date, this Article VI and Section 8.12 will provide the sole and exclusive remedy for WEST relating to such Initial Asset Interest, the corresponding Initial Asset Trust, Initial Asset and Related Assets and the transactions contemplated by this Agreement.
Indemnification by WEST. 20 ii ARTICLE VII WAIVER ...............................................................................................................20 Section 7.01. Waiver by WEST .......................................................................................20 Section 7.02.
Indemnification by WEST. In the case of each offering of shares of NLPT Securities registered pursuant to this Agreement where such shares are sold pursuant to such registration, West agrees in the same manner and to the same extent as set forth in Section 4.4.1 of this Agreement to indemnify and hold harmless IDDS and each person, if any, who controls IDDS within the meaning of Section 15 of the Securities Act, its directors and those officers of IDDS who shall have signed any such registration statement with respect to any statement in or omission from such registration statement or any preliminary prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or prospectus contained in such registration statement (as amended or as supplemented, if amended or supplemented as aforesaid), if such statement or omission shall have been made in reliance upon and in conformity with information furnished in writing to IDDS by West specifically for use in connection with the preparation of such registration statement or any preliminary prospectus or prospectus contained in such registration statement or any amendment thereof or supplement thereto.
Indemnification by WEST. WEST hereby agrees to indemnify and hold harmless Xxxxxx, its Affiliates (other than WEST and its Subsidiaries other than WEST Acquisition and the New Engine Trusts) and their successors and assigns, and the trustees and agents of Xxxxxx, its Affiliates (other than WEST and its Subsidiaries other than WEST Acquisition and the New Engine Trusts) and their successors and assigns (each a “WEST Indemnified Party”) for any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (including, without limitation, any of the foregoing arising from any Action brought or otherwise initiated by any of them) (hereinafter a “Loss”), arising out of or resulting from or relating to:
(i) the breach or inaccuracy of any representation or warranty made by WEST contained in any Transfer Document;
(ii) the breach of any covenant or agreement by WEST contained in the Transfer Documents;
(iii) Liabilities of WEST Acquisition and the New Engine Trusts arising from or relating to the ownership or actions or inactions of WEST Acquisition and the New Engine Trusts or the conduct of their respective businesses prior to the Closing Date; or
(iv) any and all Losses suffered or incurred by Xxxxxx, WEST Funding or the New Engine Trusts by reason of or in connection with any claim or cause of action of any third party to the extent arising out of any action, inaction, event, condition, liability or obligation of WEST, WEST Funding, WEST Acquisition, the Old Engine Trusts or the New Engine Trusts occurring or existing prior to the Closing Date or, in the case of any Engine and related Engine Assets transferred after the Closing Date, the related Delivery Date. To the extent that the undertakings of WEST set forth in this Section 6.02 may be unenforceable, WEST shall contribute the maximum amount that it is permitted to contribute under Applicable Law to the payment and satisfaction of any such Losses.
Indemnification by WEST. West shall save, defend, indemnify and hold harmless each of the Seller Indemnified Parties from and against any and all Losses arising out of, in connection with or resulting from any claim made after the Closing under the Ridgefield Lease Guarantee and any other guarantees provided by Parent prior to the Closing or at the request of Purchaser in respect of the Business. It shall not be necessary for Seller to institute or exhaust any remedies or causes of action against Purchaser or any other Person as a condition to the obligations of West hereunder.
Indemnification by WEST. Section 6.04. Notice, Etc Section 6.05. Limits on Indemnification ARTICLE VII WAIVER Section 7.01. Waiver
