Indemnification; Third Party Claim Clause Samples
The "Indemnification; Third Party Claim" clause establishes a party's obligation to compensate the other party for losses or damages arising from claims made by third parties. In practice, this clause typically requires one party (the indemnitor) to defend, hold harmless, and reimburse the other party (the indemnitee) if a third party sues or makes a claim related to the agreement, such as for intellectual property infringement or bodily injury. Its core function is to allocate risk between the contracting parties, ensuring that the party responsible for certain actions or omissions bears the financial consequences of third-party claims, thereby protecting the other party from unexpected liabilities.
Indemnification; Third Party Claim. The Servicer agrees to indemnify the Issuer, the Indenture Trustee and the Noteholders from and against any and all actual damages (excluding economic losses related to the collectibility of any Timeshare Loan), claims, reasonable attorneys’ fees and related costs, judgments, and any other costs, fees and expenses that each may sustain because of the failure of the Servicer to service the Timeshare Loans in accordance with the Servicing Standard or otherwise perform its obligations and duties hereunder in compliance with the terms of this Indenture, or because of any act or omission by the Servicer due to its negligence or willful misconduct in connection with its maintenance and custody of any funds, documents and records under this Indenture, or its release thereof except as contemplated by this Indenture. The Servicer shall immediately notify the Issuer and the Indenture Trustee if it has Knowledge of a claim made by a third party with respect to the Timeshare Loans, and, if such claim relates to the servicing of the Timeshare Loans by the Servicer, the Servicer shall assume, with the consent of the Indenture 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 it. This Section 5.15 shall survive the termination of this Indenture or the resignation or removal of the Servicer hereunder.
Indemnification; Third Party Claim. The Servicer agrees to indemnify the Issuer, the Indenture Trustee, the Backup Servicer, the Custodian and the Noteholders from and against any and all actual damages (excluding economic losses related to the collectibility of any Timeshare Loan), claims, reasonable attorneys’ fees and related costs, judgments, and any other costs, fees and expenses that each may sustain because of the failure of the Servicer to service the Timeshare Loans in accordance with the Servicing Standard or otherwise perform its obligations and duties hereunder in compliance with the terms of this Indenture, or because of any act or omission by the Servicer due to its negligence or willful misconduct in connection with its maintenance and custody of any funds, documents and records under this Indenture, or its release thereof except as contemplated by this Indenture; provided, however, the Servicer shall not be obligated to indemnify any party hereunder to the extent the related liability results from such party’s gross negligence or willful misconduct. The Servicer shall immediately notify the Issuer and the Indenture Trustee if it has Knowledge of a claim made by a third party with respect to the Timeshare Loans, and, if such claim relates to the servicing of the Timeshare Loans by the Servicer, the Servicer shall assume, with the consent of the Indenture Trustee, the defense of any such claim and pay all expenses in connection herewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it. In addition, so long as Silverleaf or any Affiliate thereof acts as Servicer, the Servicer hereby agrees to indemnify the Indenture Trustee and its officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense, including any loss, liability or expense directly or indirectly incurred (regardless of negligence or bad faith on the part of the Indenture Trustee or the Servicer) to the extent that such loss, liability or expense arose of out of or was imposed on the Indenture Trustee as a result of any penalty or other cost imposed by the Internal Revenue Service or other taxing authority. This Section 5.15 shall survive the termination of this Indenture or the resignation or removal of the Servicer hereunder.
Indemnification; Third Party Claim. The Servicer agrees to indemnify the Issuer, the Indenture Trustee, the Paying Agent and the Noteholders from and against any and all actual damages (excluding economic losses related to the collectibility of any Timeshare Loan), claims, reasonable attorneys’ fees and related costs, judgments, and any other costs, fees and expenses that each may sustain because of the failure of the Servicer to service the Timeshare Loans in accordance with the Servicing Standard or otherwise perform its obligations and duties hereunder in compliance with the terms of this Indenture, or because of any act or omission by the Servicer due to its negligence or willful misconduct in connection with its maintenance and custody of any funds, documents and records under this Indenture, or its release thereof except as contemplated by this Indenture, including, but not limited to, the costs of defending any claim or bringing any claim to enforce the indemnification or other obligations of the Servicer. The Servicer shall immediately notify the Issuer and the Indenture Trustee if it has Knowledge of a claim made by a third party with respect to the Timeshare Loans, and, if such claim relates to the servicing of the Timeshare Loans by the Servicer, the Servicer shall assume, with the consent of the Indenture 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 it. This Section 5.15 shall survive the termination of this Indenture or the resignation or removal of the Servicer hereunder. 47
Indemnification; Third Party Claim. 47 SECTION 5.16. Backup Servicer. 47 SECTION 5.17. Aruba Notices. 48 SECTION 5.18. Recordation. 48 ARTICLE VI. EVENTS OF DEFAULT; REMEDIES 49
Indemnification; Third Party Claim. 46 SECTION 5.16. Backup Servicer. 46 SECTION 5.17. Aruba Notices. 47 SECTION 5.18. Recordation. 48
Indemnification; Third Party Claim. 37 SECTION 5.16. Back-Up Servicer and Successor Servicer. 38 SECTION 5.17. Limitation of Liability. 41 SECTION 5.18. Recordation. 41 SECTION 5.19. St. Maarten Notice. 41 ARTICLE VI. EVENTS OF DEFAULT; REMEDIES 41 SECTION 6.1. [Reserved]. 41 SECTION 6.2. Acceleration of Maturity; Rescission and Annulment. 41 SECTION 6.3. Remedies. 42 SECTION 6.4. Indenture Trustee May File Proofs of Claim. 43
Indemnification; Third Party Claim. The Servicer agrees to indemnify the Issuer, the Indenture Trustee, the Custodian, the Administrative Agent and the Purchasers (collectively, the “Indemnified Parties”) from and against any and all actual damages (excluding economic losses related to the collectibility of any Timeshare Loan), claims, reasonable attorneys’ fees and related costs, judgments, and any other costs, fees and expenses that each may sustain (collectively, the “Indemnified Amounts”) because of the failure of the Servicer to service the Timeshare Loans in accordance with the Servicing Standard or otherwise perform its obligations and duties hereunder in compliance with the terms of this Indenture, or because of any act or omission by the Servicer due to its negligence or willful misconduct in connection with its maintenance and custody of any funds, documents and records under this Indenture, or its release thereof except as contemplated by this Indenture. The Servicer shall immediately notify the Issuer, the Administrative Agent and the Indenture Trustee if it has knowledge or should have knowledge of a claim made by a third party with respect to the Timeshare Loans, and, if such claim relates to the servicing of the Timeshare Loans by the Servicer, assume, with the consent of the Indenture Trustee, the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment KL2 2787938.7 or decree which may be entered against it. This Section 5.15 shall survive the termination of this Indenture or the resignation or removal of the Servicer hereunder.
Indemnification; Third Party Claim. The Servicer agrees to indemnify and hold the Trustee, the Back-up Servicer and the Noteholders harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable attorneys' fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Back-up Servicer or the Noteholders may sustain because of the failure of the Servicer to service the Mortgage Loans or otherwise perform its obligation and duties hereunder in compliance with the terms of this Servicing Agreement, or because of any act or omission by the Servicer in connection with its maintenance and custody of any funds, documents and records under this Servicing Agreement, or its release thereof except as contemplated by this Servicing Agreement. Except with respect to property tax liens, the Servicer shall immediately notify the Trustee and the Back-up Servicer if a claim is made by a third party with respect to the Mortgage Loans, and assume, with the consent of the Trustee and the Back-up Servicer, the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it, the Trustee or the Back-up Servicer.
Indemnification; Third Party Claim. The Servicer agrees to indemnify the Issuer, the Owner Trustee, the Indenture Trustee, the Custodian and the Noteholders (collectively, the “Indemnified Parties”) from and against any and all actual damages (excluding economic losses related to the collectibility of any Timeshare Loan), claims, reasonable attorneys’ fees and related costs, judgments, and any other costs, fees and expenses that each may sustain (collectively, the “Indemnified Amounts”) because of the failure of the Servicer to service the Timeshare Loans in accordance with the Servicing Standard or otherwise perform its obligations and duties hereunder in compliance with
Indemnification; Third Party Claim. 38 Section 5.16 Back-Up Servicer and Successor Servicer.......................................38