Indemnities by Seller. (a) Seller agrees to indemnify, defend and save harmless the Buyer and Second Step Purchaser and their respective directors, officers, shareholders, employees and agents (each, an "Indemnified Party"), forthwith on demand, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, without limitation, all attorneys' fees and expenses, expenses incurred by their respective credit recovery groups (or any successors thereto) and expenses of settlement, litigation or preparation therefor) which the Buyer or Second Step Purchaser may incur or which may be asserted against the Buyer or Second Step Purchaser by any Person (including, without limitation, any Obligor or any other Person whether on its own behalf or derivatively on behalf of Seller) (all of the foregoing being collectively referred to as "Losses"), excluding, however, (a) Losses to the extent resulting from the gross negligence or willful misconduct on the part of such Indemnified Party, (b) recourse (except as otherwise provided in this Agreement) for Defaulted Receivables, (c) any Losses with respect to any tax, reserve, capital charge or expense related thereto (indemnification with respect to such Losses being provided as and to the extent provided in the Purchase Agreement), or (d) Losses, to the extent that such Losses resulted from an act or omission of the Servicer if the Servicer is not Seller or an Affiliate of Seller, arising from or incurred in connection with (i) any breach of a representation, warranty or covenant by Seller or Buyer made or deemed made hereunder or under the Purchase Agreement or in connection herewith or therewith or the transactions contemplated herewith or therewith, or (ii) any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, on tort, on contract or otherwise, before any Official Body, which arises out of or relates to the Transaction Documents, the Ownership Interest or the Participation Interest in the Receivables or related Contracts, or the use of the proceeds of the Receivables pursuant hereto or to the Purchase Agreement or the transactions contemplated hereby or thereby (all Losses, after giving effect to the limitations set forth in clauses (a) through (d) hereof, ----------- --- being hereinafter referred to as "Indemnified Amounts").
Indemnities by Seller. Without limiting any other rights that the Agent or the Purchasers, may have hereunder or under applicable law, Seller hereby agrees to indemnify (and pay upon demand to) the Agent, each of the Purchasers and each of the respective assigns, officers, directors, agents and employees of the foregoing (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 (which attorneys may be employees of the Agent or another Indemnified Party) 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 any Purchaser of an interest in the Receivables, EXCLUDING, HOWEVER:
Indemnities by Seller. (a) Without limiting any other rights that the Administrative Agent or any Purchaser may have hereunder or under applicable law, Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent and each of the Purchasers and their respective assigns, officers, directors, agents and employees (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 fees and disbursements of external counsel (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 the Administrative Agent or any Purchaser of an interest in the Receivables excluding, however, in all of the foregoing instances:
Indemnities by Seller. Seller hereby agrees to indemnify Purchaser (together with its officers, directors, agents, representatives, shareholders, counsel and employees, each, an “Indemnified Party”) from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from any of the following: (i) the sale to Purchaser of any Receivable as to which the representations and warranties made herein are not all true and correct on the Purchase Date therefor; (ii) any representation or warranty made by Seller (or any of its respective officers) under or in connection with this Agreement (except with respect to the Purchased Receivables) which shall have been incorrect in any respect when made; (iii) the failure by Seller to comply with any applicable law, rule or regulation with respect to any Purchased Receivable; (iv) the failure to vest in Purchaser a perfected interest in each Purchased Receivable and other Sold Assets and the proceeds and Collections in respect thereof free and clear of any liens or encumbrances of any kind or nature whatsoever (other than those granted under this Agreement); (v) any Dispute or any other claim related to such Purchased Receivable (or any portion thereof) excluding any Dispute or claim that (A)
Indemnities by Seller. (a) Without limiting any other rights that the Administrative Agent or any of the Purchasers may have hereunder or under applicable law, Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent and each of the Purchasers and their respective successors, assigns, officers, directors, agents and employees (each of the foregoing, an “Indemnified Party”) from and against any and all damages, losses, claims, Taxes, liabilities, costs, reasonable expenses and for all other amounts payable, including reasonable fees and disbursements of external counsel (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 the Administrative Agent or any Purchaser of an interest in the Receivables excluding, however, in all of the foregoing instances:
Indemnities by Seller. Without limiting any other rights which Xxxxx Fargo may have hereunder or under applicable law, the Seller Representative and each Seller hereby agrees to indemnify Xxxxx Fargo and its assigns, officers, directors, employees and agents (each of the foregoing Persons being individually called an “Indemnified Party”), on demand, from and against any and all damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of the following:
Indemnities by Seller. 40 SECTION 13.02.
Indemnities by Seller. 31 9.2 Contribution..........................................................................33
Indemnities by Seller. Without limiting any other rights that Buyer may have hereunder or under applicable law, Seller hereby agrees to indemnify Buyer and its assigns, officers, directors, agents and employees (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 of an interest in the Receivables, excluding, however:
Indemnities by Seller. (a) Without limiting any other rights that the Buyer may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify the Buyer and its assigns, officers, directors, agents and employees (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, taxes, liabilities and related costs and expenses, including reasonable attorneys’ fees (which attorneys may be employees of the Buyer) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any such Indemnified Party or other non-monetary damages of any such Indemnified Party any of them arising out of out of or as a result of this Agreement or the acquisition, either directly or indirectly, by the Buyer of the Originator Collateral Debt Obligations, excluding, however:
