Indemnities by Originator Clause Samples

Indemnities by Originator. Without limiting any other rights that Buyer may have hereunder or under applicable law, Originator hereby agrees to indemnify Buyer and its assigns and the officers, directors, agents and employees of Buyer and its assigns (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer or its assigns of an interest in the Receivables, excluding, however: (i) Indemnified Amounts to the extent that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification, it being the intention of Originator to indemnify such Indemnified Party against the consequences of its own negligence; (ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to Originator for uncollectible Receivables; (iii) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the Intended Characterization; provided, however, that nothing contained in this sentence shall limit the liability of Originator or limit the recourse of Buyer or its assigns to Originator for amounts otherwise specifically provided to be paid by Originator under the terms of this Agreement; or (iv) Indemnified Amounts relating to and affecting only Additional Amounts. Without limiting the generality of the foregoing indemnification and, in the case of the following clauses (D) through (M), in each case without limiting Originator’s obligations under the following clauses (A), (B) or (C)), Originator shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from: (A) any representation or warranty made by or on behalf of Originator (or any officers of any such Person) in this Agreement, any other Transaction Document or any other information or report delivered by such Person pursuant hereto or thereto, which shall have been ...