Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Indemnified Party from and against any and all Indemnified Amounts awarded against or actually incurred by any of them arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) reliance on any representation made or deemed made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered; (ii) the failure by the Collection Agent to comply with any term, provision or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect to any Receivable, the related Contract or the Related Security; (iii) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time; (iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility Documents; (v) the commingling of Collections of Receivables at any time with other funds; (vi) any action or omission by the Collection Agent that reduces or impairs the rights of the Administrative Agent, any Managing Agent or any of the Lenders with respect to any Receivable or the value of any Receivable; (vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Fees payable to the Collection Agent hereunder; or (viii) any claim brought by any Person other than an Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable. (b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 5 contracts
Samples: Omnibus Amendment (Community Health Systems Inc), Omnibus Amendment (Community Health Systems Inc), Omnibus Amendment (Community Health Systems Inc)
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent, each Purchaser, each Conduit Funding Source and their respective officers, directors, agents and employees (each a “Collection Agent Indemnified Party Party”) from and against any and all damages, losses, claims, causes of action, liabilities, penalties, Taxes, costs and expenses (including attorneys’ fees and court costs) (all of the foregoing collectively, the “Collection Agent Indemnified Amounts awarded against Losses”) at any time imposed on or actually incurred by any of them Collection Agent Indemnified Party to the extent arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation or warranty made by, on behalf of or deemed made in respect of, the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent pursuant hereto, which was false or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related Security;
(iii) any loss of a perfected security interest (or in the failure priority of such security interest) as a result of any commingling by the Collection Agent of funds to file, which the Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under funds;
(iv) the UCC imposition of any applicable jurisdiction or other Applicable Law lien with respect to any ReceivablesReceivable, whether at Related Security or Lock-Box Account as a result of any action taken by the Closing Date or at Collection Agent other than any subsequent timelien imposed under any Transaction Documents;
(ivv) the failure of any Receivable reported by the Collection Agent as part of the Eligible Receivables Balance in any Periodic Report to have been an Eligible Receivable as of the last day of the Settlement Period for which such Periodic Report was prepared; or
(vi) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement (including, without limitation, compliance with the Credit and Collection Policy) or any other Transaction Document to which the other Facility Documents;
(v) Collection Agent is a party; whether arising by reason of the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission acts to be performed by the Collection Agent that reduces hereunder or impairs the rights of the Administrative Agentotherwise, any Managing excluding only Collection Agent or any of the Lenders with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, Indemnified Losses to the extent in excess (a) such Collection Agent Indemnified Losses resulted solely from gross negligence or willful misconduct of the Servicing Fees payable Collection Agent Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent hereunderfor uncollectible Receivables, or (c) such Collection Agent Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser computed in accordance with the Intended Tax Characterization; or
(viii) any claim brought by any Person other than an Indemnified Party arising from any activity by provided, however, that nothing contained in this sentence limits the liability of the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject limit the recourse of the Agent and each Purchaser to the indemnification provisions of this Section 6.12 shall Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 3 contracts
Samples: Receivables Sale Agreement (Ipalco Enterprises, Inc.), Receivables Sale Agreement (Ipalco Enterprises, Inc.), Receivables Sale Agreement (Ipalco Enterprises, Inc.)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Administrative Agent, each Purchaser Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party Party”) may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable and documented attorneys’ fees for a single firm of primary counsel; provided, that in the event a Purchaser Agent and its Related Bank(s) notifies the Seller that it reasonably believes a conflict may arise between the positions of the Special Indemnified Amounts awarded against Parties in connection with any such claims, damages, costs, expenses, losses or actually incurred by any liabilities, reasonable and documented attorneys’ fees for separate counsel for such Purchaser Agent shall be included) (all of them the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the failure to perform its duties under part of a Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation made or deemed warranty or statement made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which the Transaction Documents that shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent or the Originator to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any ReceivablePool Receivable or Contract, the related Contract including payment of all unpaid sales, excise or the Related Securityother taxes when due;
(iii) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(viv) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(viv) any action or omission by the Collection Agent not in compliance with its Credit and Collection Policy that reduces has the effect of reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Fees payable to the Collection Agent hereunder; or
(viiivi) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Pool Receivable.; or
(bvii) Any amounts subject any dispute, claim, offset or defense of the Obligor to the indemnification provisions payment of this Section 6.12 shall any Receivable in, or purporting to be paid in, the Receivables Pool as a result of the collection activities with respect to such Receivable by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 3 contracts
Samples: Assignment and Acceptance Agreement and Amendment (United Rentals North America Inc), Receivables Purchase Agreement (United Rentals North America Inc), Receivables Purchase Agreement (United Rentals North America Inc)
Indemnities by the Collection Agent. (a) Without limiting ----------------------------------- any other rights which that the Administrative Agent, any Transferee or any of their respective Affiliates (each, a "Special Indemnified Party Party") may have hereunder ------------------------- or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Special Indemnified Amounts awarded against or actually incurred by any of them Amounts") arising out of or resulting from any actions it has taken of the --------------------------- following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivables or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation or warranty or statement made or deemed made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Receivable or Contract; or the Related Securityfailure of any Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any Receivables, the Related Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any transfer or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Receivables at any time by the Collection Agent with other fundsfunds other than as specifically permitted herein;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent or any of the Lenders Transferees with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 2 contracts
Samples: Receivables Transfer Agreement (Ikon Office Solutions Inc), Receivables Transfer Agreement (Ios Capital Inc)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Program Agent, any Investor Agent, any Investor, any Bank or any of their respective Affiliates (each, a “Special Indemnified Party Party”) may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts awarded against or actually incurred by any of them Amounts”) arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent found by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation made or deemed made by the Collection Agent pursuant to Section 4.02(g) hereof which shall have been incorrect in any respect when made or any of its officers other representation or warranty or statement made or deemed made by the Collection Agent under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Pool Receivable or Contract; or the Related Securityfailure of any Pool Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any ReceivablesReceivables in, or purporting to be in, the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Program Agent, any Managing Agent the Investor Agents, the Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Lexmark International Inc /Ky/), Receivables Purchase Agreement (Lexmark International Inc /Ky/)
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent, each Purchaser Agent and each Purchaser and their respective officers, directors, agents and employees (each an “Indemnified Party Party”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys’ fees and court costs) (all of the foregoing collectively, the “Indemnified Amounts awarded against Losses”) at any time imposed on or actually incurred by any of them Indemnified Party arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any written representation made or deemed warranty made by the Collection Agent (or any employee or agent of its officers under or the Collection Agent) in connection with this Agreement Agreement, any other Transaction Document, any Periodic Report or any other Facility Document information or report delivered by the Collection Agent pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract or the Related Securitynonconformity of any Receivable with any such applicable law, rule or regulation;
(iii) any loss of a perfected security interest (or in the failure priority of such security interest) as a result of any commingling by the Collection Agent of funds to file, which the Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time;funds; or
(iv) any failure of the Collection Agent Agent, to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which the other Facility Documents;
(v) Collection Agent is a party; whether arising by reason of the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission acts to be performed by the Collection Agent that reduces hereunder or impairs the rights of the Administrative Agentotherwise, any Managing Agent or any of the Lenders with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, excluding only Indemnified Losses to the extent in excess (a) such Indemnified Losses resulted solely from negligence or willful misconduct of the Servicing Fees payable Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent hereunder; or
for uncollectible Receivables, (viiic) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent, any claim brought by Purchaser Agent or any Person other than an Purchaser computed in accordance with the Intended Tax Characterization, or (d) the Originator is the plaintiff and the Indemnified Party arising from any activity by is the defendant unless such Indemnified Party prevails in such legal action; provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or its Affiliates in servicinglimit the recourse of the Agent, administering or collecting any Receivable.
(b) Any amounts subject Purchaser Agent and each Purchaser to the indemnification provisions of this Section 6.12 shall Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Officemax Inc), Receivables Sale Agreement (Officemax Inc)
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Seller, the Agent and each Purchaser and their respective officers, directors, agents and employees (each a “Collection Agent Indemnified Party Party”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys’ fees and court costs) (all of the foregoing collectively, the “Collection Agent Indemnified Amounts awarded against Losses”) at any time imposed on or actually incurred by any of them Collection Agent Indemnified Party to the extent arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation or warranty made by, on behalf of or deemed made in respect of, the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related Security;
(iii) any loss of a perfected security interest (or in the failure priority of such security interest) as a result of any commingling by the Collection Agent of funds to file, which the Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under funds;
(iv) the UCC imposition of any applicable jurisdiction or other Applicable Law Lien with respect to any ReceivablesReceivable, whether at Related Security or Lock-Box Account as a result of any action taken by the Closing Date or at Collection Agent under any subsequent time;Transaction Documents; or
(ivv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement (including, without limitation, compliance with the Credit and Collection Policy) or any other Transaction Document to which the other Facility Documents;
(v) Collection Agent is a party; whether arising by reason of the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission acts to be performed by the Collection Agent that reduces hereunder or impairs the rights of the Administrative Agentotherwise, any Managing excluding only Collection Agent or any of the Lenders with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, Indemnified Losses to the extent in excess (a) a final judgment of a court of competent jurisdiction determined that such Collection Agent Indemnified Losses resulted solely from gross negligence or willful misconduct of the Servicing Fees payable Collection Agent Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent hereunderfor uncollectible Receivables, or (c) such Collection Agent Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser computed in accordance with the Intended Tax Characterization; or
(viii) any claim brought by any Person other than an Indemnified Party arising from any activity by provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject limit the recourse of the Agent and each Purchaser to the indemnification provisions of this Section 6.12 shall Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Perkinelmer Inc), Receivables Sale Agreement (Perkinelmer Inc)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Administrative Agent, each Purchaser Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party Party”) may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable and documented attorneys’ fees for a single firm of primary counsel; provided, that in the event a Purchaser Agent and the related Bank notifies the Seller that it reasonably believes a conflict may arise between the positions of the Special Indemnified Amounts awarded against Parties in connection with any such claims, damages, costs, expenses, losses or actually incurred by any liabilities, reasonable and documented attorneys’ fees for separate counsel for such Purchaser Agent shall be included) (all of them the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the failure to perform its duties under part of a Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation made or deemed warranty or statement made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which the Transaction Documents that shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent or the Originator to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any ReceivablePool Receivable or Contract, the related Contract including payment of all unpaid sales, excise or the Related Securityother taxes when due;
(iii) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(viv) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(viv) any action or omission by the Collection Agent not in compliance with its Credit and Collection Policy that reduces has the effect of reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Fees payable to the Collection Agent hereunder; or
(viiivi) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Pool Receivable.; or
(bvii) Any amounts subject any dispute, claim, offset or defense of the Obligor to the indemnification provisions payment of this Section 6.12 shall any Receivable in, or purporting to be paid in, the Receivables Pool as a result of the collection activities with respect to such Receivable by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 2 contracts
Samples: Receivables Purchase Agreement and Purchase and Contribution Agreement (United Rentals North America Inc), Receivables Purchase Agreement (United Rentals Inc /De)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Agent, any Purchaser, any Bank or any of their respective Affiliates (each, a "Special Indemnified Party Party") may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Special Indemnified Amounts awarded against or actually incurred by any of them Amounts") arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation or warranty or statement made or deemed made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Pool Receivable or Contract; or the Related Securityfailure of any Pool Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any ReceivablesReceivables in, or purporting to be in, the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent Purchasers or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 2 contracts
Samples: Receivables Purchase and Sale Agreement (Northeast Utilities System), Receivables Purchase and Sale Agreement (North Atlantic Energy Corp /Nh)
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent, each Purchaser Agent and each Purchaser and their respective officers, directors, agents and employees (each a "Collection Agent Indemnified Party Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' fees and court costs) (all of the foregoing collectively, the "Collection Agent Indemnified Amounts awarded against Losses") at any time imposed on or actually incurred by any of them Collection Agent Indemnified Party arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation or warranty made by, on behalf of or deemed made in respect of, the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related Security;
(iii) any loss of a perfected security interest (or in the failure priority of such security interest) as a result of any commingling by the Collection Agent of funds to filewhich the Agent, any Purchaser Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under funds;
(iv) the UCC imposition of any applicable jurisdiction or other Applicable Law Adverse Claim with respect to any ReceivablesReceivable, whether at Related Security or Lock-Box Account as a result of any action taken by the Closing Date or at any subsequent time;Collection Agent; or
(ivv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement (including, without limitation, compliance with the Credit and Collection Policy) or any other Transaction Document to which the other Facility Documents;
(v) Collection Agent is a party; whether arising by reason of the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission acts to be performed by the Collection Agent that reduces hereunder or impairs the rights of the Administrative Agentotherwise, any Managing excluding only Collection Agent or any of the Lenders with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, Indemnified Losses to the extent in excess (a) a final judgment of a court of competent jurisdiction determined that such Collection Agent Indemnified Losses resulted from gross negligence or willful misconduct of the Servicing Fees payable Collection Agent Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent hereunderfor uncollected or uncollectible Receivables, or (c) such Collection Agent Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser computed in accordance with the Intended Tax Characterization; or
(viii) any claim brought by any Person other than an Indemnified Party arising from any activity by provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or its Affiliates in servicinglimit the recourse of the Agent, administering or collecting any Receivable.
(b) Any amounts subject Purchaser Agent and each Purchaser to the indemnification provisions of this Section 6.12 shall Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Arvinmeritor Inc), Receivables Sale Agreement (Arvinmeritor Inc)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Administrative Agent, each Purchaser Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party Party”) may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable and documented attorneys’ fees for a single firm of primary counsel; provided, that in the event a Purchaser Agent and the related Bank notifies the Seller that it reasonably believes a conflict may arise between the positions of the Special Indemnified Amounts awarded against Parties in connection with any such claims, damages, costs, expenses, losses or actually incurred by any liabilities, reasonable and documented attorneys’ fees for separate counsel for such Purchaser Agent shall be included) (all of them the foregoing being collectively referred to as “Special Indemnified Amounts”) arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the failure to perform its duties under part of a Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation made or deemed warranty or statement made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which the Transaction Documents that shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent or the Originators to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any ReceivablePool Receivable or Contract, the related Contract including payment of all unpaid sales, excise or the Related Securityother taxes when due;
(iii) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(viv) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(viv) any action or omission by the Collection Agent not in compliance with its Credit and Collection Policy that reduces has the effect of reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Fees payable to the Collection Agent hereunder; or
(viiivi) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Pool Receivable.; or
(bvii) Any amounts subject any dispute, claim, offset or defense of the Obligor to the indemnification provisions payment of this Section 6.12 shall any Receivable in, or purporting to be paid in, the Receivables Pool as a result of the collection activities with respect to such Receivable by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 1 contract
Samples: Receivables Purchase Agreement (United Rentals Inc /De)
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent, each Purchaser Agent and each Purchaser and their respective officers, directors, agents and employees (each an “Indemnified Party Party”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys’ fees and court costs) (all of the foregoing collectively, the “Indemnified Amounts awarded against Losses”) at any time imposed on or actually incurred by any of them Indemnified Party arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation or warranty made by or deemed made on behalf of the Collection Agent in this Agreement (including without limitation the representation and warranty set forth in Section 7.2), any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related Security;
(iii) upon the failure occurrence of a Collection Agent Replacement Event or Termination Event, any loss of a perfected security interest (or in the priority of such security interest) as a result of any commingling by the Collection Agent of funds to filewhich the Agent, any Purchaser Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent timefunds;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which the other Facility Documents;Collection Agent is a party; or
(v) the commingling failure of Collections the Collection Agent to cause to be vested and maintained vested in the Agent, for the benefit of Receivables at the Purchasers, a perfected ownership or security interest in the Sold Interest and the property conveyed pursuant to Section 1.1(e) and Section 1.8, free and clear of any time with other funds;
(vi) any action or omission Adverse Claim; whether arising by reason of the acts to be performed by the Collection Agent hereunder or otherwise, excluding only Indemnified Losses to the extent (a) a final judgment of a court of competent jurisdiction determined that reduces such Indemnified Losses resulted from gross negligence or impairs the rights willful misconduct of the Administrative Indemnified Party seeking indemnification, (b) due to the credit risk of the Obligor for uncollectible Receivables, or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent, any Managing Purchaser Agent or any Purchaser computed in accordance with the Intended Tax Characterization; provided, however, that nothing contained in this sentence shall limit the liability of the Lenders with respect to any Receivable Collection Agent or limit the value recourse of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection the Agent, to the extent in excess of the Servicing Fees payable any Purchaser Agent and each Purchaser to the Collection Agent hereunder; or
(viii) for any claim brought by any Person other than an Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject otherwise specifically provided to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party the Administrative Agent or the Purchasers may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify each the Indemnified Party Parties from and against any and all Indemnified Amounts awarded against or actually incurred by any of them in any action or proceeding between the Collection Agent in such capacity and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or resulting from any actions it has taken or the failure to perform its duties under as a result of this Agreement or Agreement, the other Facility Documents Transaction Documents, the ownership or with respect to the use of proceeds of Advances maintenance, either directly or remittances or the security interests in the Collateral or in respect of any Receivableindirectly, Related Security or Contract. Without limiting or being limited by the foregoingAdministrative Agent or any Purchaser of the Transferred Interest or any of the other transactions contemplated hereby or thereby, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the followingfrom:
(iA) reliance on any representation or warranty made or deemed made in writing by the Collection Agent or any officers of its officers the Collection Agent under or in connection with this Agreement Agreement, any of the other Transaction Documents, any Settlement Statement or any other Facility Document information or report delivered by the Collection Agent pursuant hereto or thereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(iiB) the failure by the Collection Agent to comply with any applicable law, rule or regulation in collecting or enforcing any Receivable or the related Contract;
(C) the failure by any of TriMas Corp. or any of its Affiliates as the Collection Agent to comply with any term, provision or covenant contained in this Agreement, Agreement or any of the other Facility Documents, Transaction Documents to which it is a party or any Contract, or with any Applicable Law with respect to any Receivable, the related Contract or the Related Security;
(iii) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties any duty or obligations obligation in accordance with the provisions of this Agreement hereof or the other Facility Documentsthereof;
(vD) the commingling by TriMas Corp. as the Collection Agent of Collections of Receivables at any time with other funds;
(viE) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or any Seller, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; or
(F) any action or omission taken by the Collection Agent that reduces in the enforcement or impairs the rights of the Administrative Agent, any Managing Agent or any of the Lenders with respect to any Receivable or the value collection of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent; provided, to the extent in excess of the Servicing Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicinghowever, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, that the Collection Agent shall not indemnify any Indemnified Party be liable for or with respect to any Indemnified Amounts attributable to the fraud, gross negligence, breach of fiduciary duty or willful misconduct of any Collection Agent in the enforcement or collection of any Receivable if such Collection Agent is not TriMas Corp. or an Affiliate or stockholder of TriMas Corp.; excluding, however, in each of the foregoing cases, (i) that would constitute Indemnified Amounts to the extent relating to or resulting from (x) gross negligence or willful misconduct on the part of an Indemnified Party or (y) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such all taxes (other than Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionTaxes).
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent, the LC Issuer, each Purchaser Agent and each Purchaser and their respective officers, directors, agents and employees (each an “Indemnified Party Party”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys’ fees and court costs) (all of the foregoing collectively, the “Indemnified Amounts awarded against Losses”) at any time imposed on or actually incurred by any of them Indemnified Party arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any written representation made or deemed warranty made by the Collection Agent (or any employee or agent of its officers under or the Collection Agent) in connection with this Agreement Agreement, any other Transaction Document, any Periodic Report or any other Facility Document information or report delivered by the Collection Agent pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract or the Related Securitynonconformity of any Receivable with any such applicable law, rule or regulation;
(iii) any loss of a perfected security interest (or in the failure priority of such security interest) as a result of any commingling by the Collection Agent of funds to filewhich the Agent, the LC Issuer, any Purchaser Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time;funds; or
(iv) any failure of the Collection Agent Agent, to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which the other Facility Documents;
(v) Collection Agent is a party; whether arising by reason of the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission acts to be performed by the Collection Agent that reduces hereunder or impairs the rights of the Administrative Agentotherwise, any Managing Agent or any of the Lenders with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, excluding only Indemnified Losses to the extent in excess (a) such Indemnified Losses resulted solely from negligence or willful misconduct of the Servicing Fees payable Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent hereunder; or
for uncollectible Receivables, (viiic) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent, the LC Issuer, any claim brought by Purchaser Agent or any Person other than an Purchaser computed in accordance with the Intended Tax Characterization, or (d) the applicable Originator is the plaintiff and the Indemnified Party arising from any activity by is the defendant unless such Indemnified Party prevails in such legal action; provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or its Affiliates in servicinglimit the recourse of the Agent, administering or collecting the LC Issuer, any Receivable.
(b) Any amounts subject Purchaser Agent and each Purchaser to the indemnification provisions of this Section 6.12 shall Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party Party”) may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts awarded against or actually incurred by any of them Amounts”) arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any taxes (other than Taxes or Other Taxes) incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation made or deemed warranty or statement made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Pool Receivable or the Related SecurityContract;
(iii) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(viv) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(viv) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Fees payable to the Collection Agent hereunder; or
(viiivi) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.;
(bvii) Any amounts subject any dispute, claim, offset or defense of the Obligor to the indemnification provisions payment of this Section 6.12 shall any Receivable in, or purporting to be paid in, the Receivables Pool as a result of the collection activities with respect to such Receivable by the Collection Agent other than as a result of bankruptcy or other financial inability of the Obligor; or
(viii) any investigation, litigation or proceeding related to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision conduct of due diligence in connection with this Agreement to or the contrary, Transaction Documents or the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictiontransactions contemplated hereby and thereby.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Seller, the Agent and each Purchaser and their respective officers, directors, agents and employees (each a “Collection Agent Indemnified Party Party”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys’ fees and court costs) (all of the foregoing collectively, the “Collection Agent Indemnified Amounts awarded against Losses”) at any time imposed on or actually incurred by any of them Collection Agent Indemnified Party to the extent arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation made or deemed warranty made by the Collection Agent or any of its officers under or in connection with this Agreement or any Periodic Report or any other Facility Document information or report delivered by the Collection Agent pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related Security;
(iii) any loss of a perfected security interest (or in the failure priority of such security interest) as a result of any commingling by the Collection Agent of funds to file, which the Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under funds;
(iv) the UCC imposition of any applicable jurisdiction or other Applicable Law Lien with respect to any ReceivablesReceivable, whether at Related Security or Lock-Box Account as a result of any action taken by the Closing Date or at Collection Agent under any subsequent time;Transaction Documents; or
(ivv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement (including, without limitation, compliance with the Credit and Collection Policy) or any other Transaction Document to which the other Facility Documents;
(v) Collection Agent is a party; whether arising by reason of the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission acts to be performed by the Collection Agent that reduces hereunder or impairs the rights of the Administrative Agentotherwise, any Managing excluding only Collection Agent or any of the Lenders with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, Indemnified Losses to the extent in excess (a) a final judgment of a court of competent jurisdiction determined that such Collection Agent Indemnified Losses resulted solely from gross negligence or willful misconduct of the Servicing Fees payable Collection Agent Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent hereunderfor uncollectible Receivables, or (c) such Collection Agent Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser computed in accordance with the Intended Tax Characterization; or
(viii) any claim brought by any Person other than an Indemnified Party arising from any activity by provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject limit the recourse of the Agent and each Purchaser to the indemnification provisions of this Section 6.12 shall Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Samples: Receivables Sale Agreement (Albany International Corp /De/)
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent and each Purchaser and their respective officers, directors, agents and employees (each an "Indemnified Party Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys' fees and court costs) (all of the foregoing collectively, the "Indemnified Amounts awarded against Losses") at any time imposed on or actually incurred by any of them Indemnified Party arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation or warranty made by or deemed made on behalf of the Collection Agent in this Agreement (including without limitation the representation and warranty set forth in Section 7.2), any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related Security;
(iii) upon the failure occurrence of a Collection Agent Replacement Event or Termination Event, any loss of a perfected security interest (or in the priority of such security interest) as a result of any commingling by the Collection Agent of funds to file, which the Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent timefunds;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which the other Facility Documents;Collection Agent is a party; or
(v) the commingling failure of Collections the Collection Agent to cause to be vested and maintained vested in the Agent, for the benefit of Receivables at the Purchasers, a perfected ownership or security interest in the Sold Interest and the property conveyed pursuant to Section 1.1(e) and Section 1.8, free and clear of any time with other funds;
(vi) any action or omission Adverse Claim; whether arising by reason of the acts to be performed by the Collection Agent hereunder or otherwise, excluding only Indemnified Losses to the extent (a) a final judgment of a court of competent jurisdiction determined that reduces such Indemnified Losses resulted from gross negligence or impairs the rights willful misconduct of the Administrative AgentIndemnified Party seeking indemnification, any Managing (b) due to the credit risk of the Obligor for uncollectible Receivables, or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser computed in accordance with the Intended Tax Characterization; provided, however, that nothing contained in this sentence shall limit the liability of the Lenders with respect to any Receivable Collection Agent or limit the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess recourse of the Servicing Fees payable Agent and each Purchaser to the Collection Agent hereunder; or
(viii) for any claim brought by any Person other than an Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject otherwise specifically provided to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Seller, the Agent and each Purchaser and their respective officers, directors, agents and employees (each a "Collection Agent Indemnified Party Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys' fees and court costs) (all of the foregoing collectively, the "Collection Agent Indemnified Amounts awarded against Losses") at any time imposed on or actually incurred by any of them Collection Agent Indemnified Party to the extent arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation or warranty made by, on behalf of or deemed made in respect of, the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related Security;
(iii) any loss of a perfected security interest (or in the failure priority of such security interest) as a result of any commingling by the Collection Agent of funds to file, which the Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under funds;
(iv) the UCC imposition of any applicable jurisdiction or other Applicable Law Lien with respect to any ReceivablesReceivable, whether at Related Security or Lock-Box Account as a result of any action taken by the Closing Date or at Collection Agent under any subsequent time;Transaction Documents; or
(ivv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement (including, without limitation, compliance with the Credit and Collection Policy) or any other Transaction Document to which the other Facility Documents;
(v) Collection Agent is a party; whether arising by reason of the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission acts to be performed by the Collection Agent that reduces hereunder or impairs the rights of the Administrative Agentotherwise, any Managing excluding only Collection Agent or any of the Lenders with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, Indemnified Losses to the extent in excess (a) a final judgment of a court of competent jurisdiction determined that such Collection Agent Indemnified Losses resulted solely from gross negligence or willful misconduct of the Servicing Fees payable Collection Agent Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent hereunderfor uncollectible Receivables, or (c) such Collection Agent Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser computed in accordance with the Intended Tax Characterization; or
(viii) any claim brought by any Person other than an Indemnified Party arising from any activity by provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject limit the recourse of the Agent and each Purchaser to the indemnification provisions of this Section 6.12 shall Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent, each Purchaser, each Conduit Funding Source and their respective officers, directors, agents and employees (each a “Collection Agent Indemnified Party Party”) from and against any and all damages, losses, claims, causes of action, liabilities, penalties, Taxes, costs and expenses (including attorneys’ fees and court costs) (all of the foregoing collectively, the “Collection Agent Indemnified Amounts awarded against Losses”) at any time imposed on or actually incurred by any of them Collection Agent Indemnified Party to the extent arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation or warranty made by, on behalf of or deemed made in respect of, the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent pursuant hereto, which was false or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related Security;
(iii) any loss of a perfected security interest (or in the failure priority of such security interest) as a result of any commingling by the Collection Agent of funds to file, which the Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under funds;
(iv) the UCC imposition of any applicable jurisdiction or other Applicable Law Lien with respect to any ReceivablesReceivable, whether at Related Security or Collection Account as a result of any action taken by the Closing Date or at Collection Agent under any subsequent timeTransaction Documents;
(ivv) the failure of any Receivable reported by the Collection Agent as part of the Eligible Receivables Balance in any Periodic Report to have been an Eligible Receivable as of the last day of the Settlement Period for which such Periodic Report was prepaid; or
(vi) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement (including, without limitation, compliance with the Credit and Collection Policy) or any other Transaction Document to which the other Facility Documents;
(v) Collection Agent is a party; whether arising by reason of the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission acts to be performed by the Collection Agent that reduces hereunder or impairs the rights of the Administrative Agentotherwise, any Managing excluding only Collection Agent or any of the Lenders with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, Indemnified Losses to the extent in excess (a) a final judgment of a court of competent jurisdiction determined that such Collection Agent Indemnified Losses resulted solely from gross negligence or willful misconduct of the Servicing Fees payable Collection Agent Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent hereunderfor uncollectible Receivables, or (c) such Collection Agent Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser computed in accordance with the Intended Tax Characterization; or
(viii) any claim brought by any Person other than an Indemnified Party arising from any activity by provided, however, that nothing contained in this sentence limits the liability of the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject limit the recourse of the Agent and each Purchaser to the indemnification provisions of this Section 6.12 shall Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Samples: Receivables Sale Agreement (Hunt J B Transport Services Inc)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Agent, any Investor, any Bank, any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, a “Special Indemnified Party Party”) may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts awarded against or actually incurred by any of them Amounts”) arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation made or deemed made by the Collection Agent pursuant to Section 4.02(h) hereof which shall have been incorrect in any respect when made or any of its officers other representation or warranty or statement made or deemed made by the Collection Agent under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Pool Receivable or Contract; or the Related Securityfailure of any Pool Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any ReceivablesReceivables in, or purporting to be in, the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent and the Purchaser and their respective officers, directors, agents and employees (each an "Indemnified Party Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys' fees and court costs) (all of the foregoing collectively, the "Indemnified Amounts awarded against Losses") at any time imposed on or actually incurred by any of them Indemnified Party arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation or warranty made by or deemed made on behalf of the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related SecuritySecurity in fulfilling its duties as Collection Agent;
(iii) any loss of a perfected security interest (or in the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC priority of such security interest) as a result of any applicable jurisdiction commingling by the Collection Agent of funds to which the Agent or the Purchaser is entitled hereunder with any other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent timefunds;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement (including, without limitation, compliance with the Credit and Collection Policy) or any other Transaction Document to which the other Facility Documents;Collection Agent is a party; or
(v) the commingling imposition of Collections of Receivables at any time with other funds;
(vi) any action or omission by the Collection Agent that reduces or impairs the rights of the Administrative Agent, any Managing Agent or any of the Lenders Lien with respect to any Receivable or Related Security as a result of an action taken by the value Collection Agent under any Transaction Document; whether arising by reason of any Receivable;
(vii) any Servicing Fees the acts to be performed by the Collection Agent hereunder or other costs and expenses payable to any replacement Collection Agentotherwise, excluding only Indemnified Losses to the extent in excess (a) a final judgment of a court of competent jurisdiction determined that such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Servicing Fees payable Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent hereunderfor uncollectible Receivables, or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or the Purchaser computed in accordance with the Intended Tax Characterization; or
(viii) any claim brought by any Person other than an Indemnified Party arising from any activity by provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject limit the recourse of the Agent and the Purchaser to the indemnification provisions of this Section 6.12 shall Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Samples: Receivables Sale Agreement (Great Plains Energy Inc)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Agent, any Indemnified Party Investor or any of their respective Affiliates (each, a "SPECIAL INDEMNIFIED PARTY") may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all Indemnified Amounts awarded against or actually incurred by any claims, losses and liabilities (including reasonable attorneys' fees) (all of them the foregoing being collectively referred to as "SPECIAL INDEMNIFIED AMOUNTS") arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation or warranty or statement made or deemed made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Pool Receivable or Contract; or the Related Securityfailure of any Pool Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any ReceivablesReceivables in, or purporting to be in, the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent or any of the Lenders Investors with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Agent, any Investor, any Bank or any of their respective Affiliates (each, a "Special Indemnified Party Party") may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Special Indemnified Amounts awarded against or actually incurred by any of them Amounts") arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent found by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation made or deemed made by the Collection Agent pursuant to Section 4.02(g) hereof which shall have been incorrect in any respect when made or any of its officers other representation or warranty or statement made or deemed made by the Collection Agent under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Pool Receivable or Contract; or the Related Securityfailure of any Pool Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any ReceivablesReceivables in, or purporting to be in, the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lexmark International Inc /Ky/)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Agent, any Investor, any Bank or any of their respective Affiliates (each, a "Special Indemnified Party Party") may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Special Indemnified Amounts awarded against or actually incurred by any of them Amounts") arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any taxes (other than Taxes or Other Taxes)incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation or warranty made or deemed made by the Collection Agent pursuant to Section 4.02(g) hereof which shall have been incorrect in any respect when made or any of its officers other representation or warranty or statement made or deemed made by the Collection Agent under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Pool Receivable or Contract; or the Related Securityfailure of any Pool Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any ReceivablesReceivables in, or purporting to be in, the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent a current market rate fee and to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.ARTICLE VII
Appears in 1 contract
Samples: Receivables Purchase Agreement (Dal Tile International Inc)
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent, each Purchaser Agent and each Purchaser and their respective officers, directors, agents and employees (each an "Indemnified Party Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys' fees and court costs) (all of the foregoing collectively, the "Indemnified Amounts awarded against Losses") at any time imposed on or actually incurred by any of them Indemnified Party arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any written representation made or deemed warranty made by the Collection Agent (or any employee or agent of its officers under or the Collection Agent) in connection with this Agreement Agreement, any other Transaction Document, any Periodic Report or any other Facility Document information or report delivered by the Collection Agent pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract or the Related Securitynonconformity of any Receivable with any such applicable law, rule or regulation;
(iii) any loss of a perfected security interest (or in the failure priority of such security interest) as a result of any commingling by the Collection Agent of funds to filewhich the Agent, any Purchaser Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time;funds; or
(iv) any failure of the Collection Agent Agent, to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which the other Facility Documents;
(v) Collection Agent is a party; whether arising by reason of the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission acts to be performed by the Collection Agent that reduces hereunder or impairs the rights of the Administrative Agentotherwise, any Managing Agent or any of the Lenders with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, excluding only Indemnified Losses to the extent in excess (a) such Indemnified Losses resulted solely from negligence or willful misconduct of the Servicing Fees payable Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent hereunder; or
for uncollectible Receivables, (viiic) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent, any claim brought by Purchaser Agent or any Person other than an Purchaser computed in accordance with the Intended Tax Characterization, or (d) the applicable Originator is the plaintiff and the Indemnified Party arising from any activity by is the defendant unless such Indemnified Party prevails in such legal action; provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or its Affiliates in servicinglimit the recourse of the Agent, administering or collecting any Receivable.
(b) Any amounts subject Purchaser Agent and each Purchaser to the indemnification provisions of this Section 6.12 shall Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any ----------------------------------- other rights which that the Agent, any Transferee or any of their respective Affiliates (each, a "Special Indemnified Party Party") may have hereunder or under Applicable Law------------------------- applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Special Indemnified Amounts awarded against or actually incurred by any of them Amounts") arising out of or resulting from any actions it has taken of the ---------------------------- following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivables or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation or warranty or statement made or deemed made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Receivable or Contract; or the Related Securityfailure of any Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any ReceivablesReceivables in, or purporting to be in, the Receivables Pools, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Receivables at any time by the Collection Agent with other funds;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent or any of the Lenders Transferees with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 1 contract
Samples: Receivables Transfer Agreement (Alco Standard Corp)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Program Agent, any Indemnified Party Investor Agent, any Investor, any Bank or any of their respective Affiliates (including the members of any Investor) or any of their respective officers, directors, employees or advisors (each, a "SPECIAL INDEMNIFIED PARTY") may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all Indemnified Amounts awarded against or actually incurred by any claims, losses and liabilities (including reasonable attorneys' fees) (all of them the foregoing being collectively referred to as "SPECIAL INDEMNIFIED AMOUNTS") arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent having resulted from (i) gross negligence or willful misconduct on the failure part of such Special Indemnified Party or (ii) breach on the part of such Special Indemnified Party of the terms of any Transaction Document, (b) recourse for Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to perform its duties under pay of the applicable Obligor or (c) any income or franchise taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation made or deemed made by the Collection Agent pursuant to Section 4.02(g) hereof which shall have been incorrect in any respect when made or any of its officers other representation or warranty or statement made or deemed made by the Collection Agent under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered(without giving effect to the parenthetical expression in Section 4.02(b));
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to the servicing of any Receivable, the related Contract Pool Receivable or the Related SecurityContract;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any ReceivablesReceivables in, or purporting to be in, the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Program Agent, any Managing Agent the Investor Agents, the Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, to Pool Receivable unless permitted by the extent in excess terms of the Servicing Fees payable to the Collection Agent hereunderthis Agreement; or
(viiivii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates subcontractors in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Administrative Agent, any Lender or any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, a “Special Indemnified Party Party”) may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts awarded against or actually incurred by any of them Amounts”) arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the failure part of such Special Indemnified Party, (b) recourse for Receivables and Participated Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to perform its duties under pay of the applicable Obligor or (c) any income taxes or franchise taxes measured by income or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral interest granted hereunder or in respect of any Receivable, Related Security Participated Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation made or deemed made by the Collection Agent pursuant to Section 4.02(g) hereof which shall have been incorrect in any respect when made or any of its officers other representation or warranty or statement made or deemed made by the Collection Agent under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Participated Receivable, or Contract; or the Related Securityfailure of any Receivable, Participated Receivable, or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any Receivables, Participated Receivables, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Receivables or Participated Receivables at any time by the Collection Agent with other funds;
(vi) any action or omission by breach of an obligation of the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent or any of the Lenders with respect to any Receivable or Participated Receivable or the value of any Receivable or Participated Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable or Participated Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Rite Aid Corp)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Administrative Agent, any Transferee or any of their respective Affiliates (each, a "Special Indemnified Party Party") may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Special Indemnified Amounts awarded against or actually incurred by any of them Amounts") arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivables or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation or warranty or statement made or deemed made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Receivable or Contract; or the Related Securityfailure of any Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any Receivables, the Related Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any transfer or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Receivables at any time by the Collection Agent with other fundsfunds other than as specifically permitted herein;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent or any of the Lenders Transferees with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(bix) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency failure of the related Obligor Transferor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment any Hedge Transactions to comply with the requirements of a court of competent jurisdictionSection 1.12.
Appears in 1 contract
Samples: Receivables Transfer Agreement (Ikon Office Solutions Inc)
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent, each Purchaser Agent, each Purchaser and each member of a Purchaser Group and their respective officers, directors, agents and employees (each an "Indemnified Party Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, reasonable costs and expenses (including reasonable attorneys' fees and court costs) (all of the foregoing collectively, the "Indemnified Amounts awarded against Losses") at any time imposed on or actually incurred by any of them Indemnified Party arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation or warranty made by or deemed made on behalf of the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related Security;
(iii) any loss of a perfected security interest (or in the failure priority of such security interest) as a result of any commingling by the Collection Agent of funds to filewhich the Agent, any Purchaser Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under funds; or
(iv) the UCC imposition of any applicable jurisdiction or other Applicable Law Lien with respect to any Receivables, whether at Receivable or the Closing Date Seller Collateral as a result of any action taken by the Collection Agent hereunder or at under any subsequent timeof the Transaction Documents;
(ivv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement (including without limitation compliance with the Credit and Collection Policy) or any other Transaction Document to which the other Facility Documents;
(v) Collection Agent is a party; whether arising by reason of the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission acts to be performed by the Collection Agent that reduces hereunder or impairs the rights of the Administrative Agentotherwise, any Managing Agent or any of the Lenders with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, excluding only Indemnified Losses to the extent in excess (a) a final judgment of a court of competent jurisdiction determined that such Indemnified Losses resulted from gross negligence or willful misconduct of the Servicing Fees payable Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent hereunderfor uncollectible Receivables, or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent, any Purchaser Agent, any Purchaser or any member of a Purchaser Group computed in accordance with the Intended Tax Characterization or other Excluded Taxes; or
(viii) any claim brought by any Person other than an Indemnified Party arising from any activity by provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or its Affiliates in servicinglimit the recourse of the Agent, administering or collecting any Receivable.
(b) Any amounts subject Purchaser Agent and each Purchaser to the indemnification provisions of this Section 6.12 shall Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent, each Purchaser, each Conduit Funding Source and their respective officers, directors, agents and employees (each a “Collection Agent Indemnified Party Party”) from and against any and all damages, losses, claims, causes of action, liabilities, penalties, Taxes (not including Taxes described in Section 6.4 hereof), costs and expenses (including reasonable attorneys’ fees and court costs) (all of the foregoing collectively, the “Collection Agent Indemnified Amounts awarded against Losses”) at any time imposed on or actually incurred by any of them Collection Agent Indemnified Party to the extent arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation or warranty made by, on behalf of or deemed made in respect of, the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent pursuant hereto, which was false or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related Security;
(iii) any loss of a perfected security interest (or in the failure priority of such security interest) as a result of any commingling by the Collection Agent of funds to file, which the Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under funds;
(iv) the UCC imposition of any applicable jurisdiction or other Applicable Law Lien with respect to any ReceivablesReceivable, whether at Related Security or Lock-Box Account as a result of any action taken by the Closing Date or at Collection Agent other than any subsequent timeLien imposed under any Transaction Documents;
(ivv) the failure of any Receivable reported by the Collection Agent as part of the Eligible Receivables Balance in any Periodic Report to have been an Eligible Receivable as of the last day of the Settlement Period for which such Periodic Report was prepaid; or
(vi) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement (including, without limitation, compliance with the Credit and Collection Policy) or any other Transaction Document to which the other Facility Documents;
(v) Collection Agent is a party; whether arising by reason of the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission acts to be performed by the Collection Agent that reduces hereunder or impairs the rights of the Administrative Agentotherwise, any Managing excluding only Collection Agent or any of the Lenders with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, Indemnified Losses to the extent in excess (a) such Collection Agent Indemnified Losses to the extent resulting from gross negligence or willful misconduct of the Servicing Fees payable Collection Agent Indemnified Party seeking indemnification or to the extent resulting from the breach of a representation, warranty or covenant by such Collection Agent Indemnified Party, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent hereunder; or
for uncollectible Receivables, or (viiic) any claim brought by any Person other than an such Collection Agent Indemnified Losses include Taxes on, or measured by, the overall net income of such Collection Agent Indemnified Party arising from any activity by computed in accordance with the Intended Tax Characterization; provided, however, that nothing contained in this sentence limits the liability of the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject limits the recourse of the Agent and each Purchaser to the indemnification provisions of this Section 6.12 shall Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party the Administrative Agent, the LC Issuer or the Purchasers may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify each the Indemnified Party Parties from and against any and all Indemnified Amounts awarded against or actually incurred by any of them in any action or proceeding between the Collection Agent in such capacity and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or resulting from any actions it has taken or the failure to perform its duties under as a result of this Agreement or Agreement, the other Facility Documents Transaction Documents, the Letters of Credit, the ownership or with respect to the use of proceeds of Advances maintenance, either directly or remittances or the security interests in the Collateral or in respect of any Receivableindirectly, Related Security or Contract. Without limiting or being limited by the foregoingAdministrative Agent or any Purchaser of the Transferred Interest or any of the other transactions contemplated hereby or thereby, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the followingfrom:
(iA) reliance on any representation or warranty made or deemed made in writing by the Collection Agent or any officers of its officers the Collection Agent under or in connection with this Agreement Agreement, any of the other Transaction Documents, any Settlement Statement or any other Facility Document information or report delivered by the Collection Agent pursuant hereto or thereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(iiB) the failure by the Collection Agent to comply with any applicable law, rule or regulation in collecting or enforcing any Receivable or the related Contract;
(C) the failure by any of TriMas Corp. or any of its Affiliates as the Collection Agent to comply with any term, provision or covenant contained in this Agreement, Agreement or any of the other Facility Documents, Transaction Documents to which it is a party or any Contract, or with any Applicable Law with respect to any Receivable, the related Contract or the Related Security;
(iii) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties any duty or obligations obligation in accordance with the provisions of this Agreement hereof or the other Facility Documentsthereof;
(vD) the commingling by TriMas Corp. as the Collection Agent of Collections of Receivables at any time with other funds;
(viE) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Transfers by the Transferor or any Seller, the ownership of Transferred Interests, or any Receivable, Related Security or Contract; or
(F) any action or omission taken by the Collection Agent that reduces in the enforcement or impairs the rights of the Administrative Agent, any Managing Agent or any of the Lenders with respect to any Receivable or the value collection of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent; provided, to the extent in excess of the Servicing Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicinghowever, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, that the Collection Agent shall not indemnify any Indemnified Party be liable for or with respect to any Indemnified Amounts attributable to the fraud, gross negligence, breach of fiduciary duty or willful misconduct of any Collection Agent in the enforcement or collection of any Receivable if such Collection Agent is not TriMas Corp. or an Affiliate or stockholder of TriMas Corp.; excluding, however, in each of the foregoing cases, (i) that would constitute Indemnified Amounts to the extent relating to or resulting from (x) gross negligence or willful misconduct on the part of an Indemnified Party or (y) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such all taxes (other than Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionTaxes).
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any ----------------------------------- other rights which that the Administrative Agent, any Transferee or any of their respective Affiliates (each, a "Special Indemnified Party Party") may have hereunder ------------------------- or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Special Indemnified Amounts awarded against or actually incurred by any of them Amounts") arising out of or resulting from any actions it has taken of the --------------------------- following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivables or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation or warranty or statement made or deemed made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Receivable or Contract; or the Related Securityfailure of any Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any Receivables, the Related Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any transfer or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Receivables at any time by the Collection Agent with other fundsfunds other than as specifically permitted herein;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent or any of the Lenders Transferees with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(bix) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency failure of the related Obligor Transferor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment any Hedge Transactions to comply with the requirements of a court of competent jurisdictionSection 1.12.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any ----------------------------------- other rights which that the Agent, any Transferee or any of their respective Affiliates (each, a "Special Indemnified Party Party") may have hereunder or under Applicable Law------------------------- applicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Special Indemnified Amounts awarded against or actually incurred by any of them Amounts") arising out of or resulting from any actions it has taken of the ---------------------------- following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivables or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation or warranty or statement made or deemed made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Receivable or Contract; or the Related Securityfailure of any Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any Receivables, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Receivables at any time by the Collection Agent with other funds;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent or any of the Lenders Transferees with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 1 contract
Samples: Receivables Transfer Agreement (Ikon Office Solutions Inc)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Program Agent, any Investor Agent, any Investor, any Bank or any of their respective Affiliates (each, a "Special Indemnified Party Party") may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Special Indemnified Amounts awarded against or actually incurred by any of them Amounts") arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent found by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation made or deemed made by the Collection Agent pursuant to Section 4.02(g) hereof which shall have been incorrect in any respect when made or any of its officers other representation or warranty or statement made or deemed made by the Collection Agent under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Pool Receivable or Contract; or the Related Securityfailure of any Pool Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any ReceivablesReceivables in, or purporting to be in, the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Program Agent, any Managing Agent the Investor Agents, the Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lexmark International Inc /Ky/)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Agent, any Investor, any Bank or any of their respective Affiliates (each, a "Special Indemnified Party Party") may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Special Indemnified Amounts awarded against or actually incurred by any of them Amounts") arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income or franchise taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation or warranty or statement made or deemed made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Pool Receivable or Contract; or the Related Securityfailure of any Pool Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any ReceivablesReceivables in, or purporting to be in, the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless each Indemnified Party from and against any and all Indemnified Amounts awarded against Losses at any time imposed on or actually incurred by any of them Indemnified Party arising out of or resulting from otherwise relating to:
(a) any actions it has taken representation or the failure to perform its duties under this Agreement warranty made by or the other Facility Documents or with respect to the use on behalf of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party in this Agreement, any and all amounts necessary to indemnify such Indemnified Party from and against other Transaction Document, any and all Indemnified Amounts relating to Periodic Report or resulting from any of the following:
(i) reliance on any representation made other information or deemed made report delivered by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(iib) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related Security;
(iiic) any loss of a perfected security interest (or in the priority of such security interest) as a result of any commingling by the Collection Agent of funds to which the Administrative Agent, the Co-Collateral Agents or any Purchaser is entitled hereunder with any other funds;
(d) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC imposition of any applicable jurisdiction or other Applicable Law Lien with respect to any ReceivablesReceivable, whether at Related Security or Lock-Box Account as a result of any action taken by the Closing Date or at Collection Agent other than any subsequent timeLien imposed under any Transaction Documents;
(ive) the failure of any Receivable reported by the Collection Agent as part of the Eligible Receivable Balance in any Periodic Report to have been an Eligible Receivable as of the last day of the period for which such Periodic Report was prepared;
(f) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which the Collection Agent is a party;
(g) the Performance Guarantee;
(h) any environmental liability, product liability, personal injury, copyright infringement, theft of services, property damage, or other Facility breach of contract, antitrust, unfair trade practices or tortious claim or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of the Transaction Documents;
(v) the commingling of Collections of Receivables at any time with other funds;
(vii) any action or omission by of the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agentany Purchaser of a Purchase Interest under this Agreement, any Managing Agent other Transaction Document or any of the Lenders other instrument or document furnished pursuant hereto or thereto or with respect to any Receivable or the value of any Receivable;
(viij) any Servicing Fees cancellation or other costs and expenses payable to modification of a Receivable, the related contract or any replacement Collection AgentRelated Security, to whether by written agreement, verbal agreement, acquiescence or otherwise, unless such cancellation or modification was made by or with the extent in excess express consent of the Servicing Fees payable to Co-Collateral Agents or a Collection Agent that is not an Originator or an Affiliate of an Originator;
(k) any investigation, litigation (other than any litigation between the Collection Agent hereunder; orand an Indemnified Party in which the Collection Agent is the prevailing party) or proceeding related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement;
(viiil) any failure by the Collection Agent to pay when due any Taxes, including without limitation sales, excise or personal property taxes, payable by the Collection Agent in connection with any Receivable or the related contract or any Related Security with respect thereto;
(m) any claim brought by any Person other than an Indemnified Party arising from any activity by of the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.; or
(bn) Any amounts subject the failure or alleged failure of compliance of any Collections with the provisions of any law, rule or regulation. whether arising by reason of the acts to be performed by the Collection Agent hereunder or otherwise, excluding only Indemnified Losses to the indemnification provisions extent (x) a final judgment of a court of competent jurisdiction determined that such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (y) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent for uncollectible Receivables, or (z) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Administrative Agent, the Co-Collateral Agents or any Purchaser computed in accordance with the Intended Tax Characterization; provided, however, that nothing contained in this Section 6.12 sentence shall limit the liability of the Collection Agent or limit the recourse of the Administrative Agent, the Co-Collateral Agents and each Purchaser to the Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentrights, the Collection Agent hereby agrees to indemnify each the Indemnified Party Parties 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, such Managing Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts Amounts”) awarded against or actually incurred by any of them arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the followingas a result of:
(i) reliance on any representation made or deemed warranty made by the Collection Agent (or any officers of its officers the Collection Agent) under or in connection with this Agreement Agreement, any Monthly Report, any Daily Report or any other Facility Document information or report delivered by the Collection Agent pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any ReceivableReceivable or Contract related thereto, the related Contract or the Related Security;nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation; or
(iii) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility Documents;
(v) the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission by the Agreement. The Collection Agent that reduces or impairs the rights of the Administrative Agent, any Managing Agent or any of the Lenders with respect to any Receivable or the value shall be given notice of any Receivable;
(vii) claim for indemnified liabilities and, in the case of any Servicing Fees litigation or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Fees payable to the Collection Agent hereunder; or
(viii) any claim proceeding brought by any Person other than an Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject that is not a party to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement which litigation or proceeding is reasonably likely to the contrarygive rise to a claim hereunder for indemnification, the Collection Agent shall not indemnify any Indemnified Party for be afforded a reasonable opportunity to participate in the defense, compromise or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionsettlement thereof.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Bon Ton Stores Inc)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Program Agent, any Investor Agent, any Investor, any Bank, or any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, a “Special Indemnified Party Party”) may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts awarded against or actually incurred by any of them Amounts”) arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the failure part of such Special Indemnified Party, (b) recourse for Receivables which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to perform its duties under pay of the applicable Obligor or (c) any income taxes, withholding taxes (in the case of withholding taxes, other than (i) withholding taxes that are imposed by Canada or any political subdivision thereof on any Affected Person or that are withheld from any Collections or other payments made hereunder or (ii) due to changes in law) or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation made or deemed made by the Collection Agent pursuant to Section 4.02(g) hereof which shall have been incorrect in any respect when made or any of its officers other representation or warranty or statement made or deemed made by the Collection Agent under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Pool Receivable or Contract; or the Related Securityfailure of any Pool Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any ReceivablesReceivables in, or purporting to be in, the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 1 contract
Samples: Receivable Interest Purchase Agreement (Ingersoll Rand Co LTD)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Agent, any Investor, any Bank or any of their respective Affiliates (each, a "Special Indemnified Party Party") may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Special Indemnified Amounts awarded against or actually incurred by any of them Amounts") arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation or warranty or statement made or deemed made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Pool Receivable or Contract; or the Related Securityfailure of any Pool Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any ReceivablesReceivables in, or purporting to be in, the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing restriction applicable to the Agent, the Investors or the Banks in their ability to exercise their rights under this Agreement due to a confidentiality provision in a Contract that purports to restrict the ability of the Investors or the Banks to exercise their rights under this Agreement, including, without limitation, their right to review the Contract;
(viii) any Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viiiix) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.; or
(bx) Any amounts subject to the indemnification provisions failure of this Section 6.12 shall be paid by the Collection Agent Agent's computer applications to resolve the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionYear 2000 Problem.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent, each Indemnified Party Purchaser Agent and each Purchaser and their respective officers, directors, agents and employees (each an "INDEMNIFIED PARTY") from and against any and all Indemnified Amounts awarded against damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys' fees and court costs) (all of the foregoing collectively, the "INDEMNIFIED LOSSES") at any time imposed on or actually incurred by any of them Indemnified Party arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation or warranty made by or deemed made on behalf of the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related Security;
(iii) any loss of a perfected security interest (or in the failure priority of such security interest) as a result of any commingling by the Collection Agent of funds to filewhich the Agent, any Purchaser Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time;funds; or
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which the other Facility Documents;
(v) Collection Agent is a party; whether arising by reason of the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission acts to be performed by the Collection Agent that reduces hereunder or impairs the rights of the Administrative Agentotherwise, any Managing Agent or any of the Lenders with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, excluding only Indemnified Losses to the extent in excess (a) a final judgment of a court of competent jurisdiction determined that such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Servicing Fees payable Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent hereunderfor uncollectible Receivables, or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent, any Purchaser Agent or any Purchaser computed in accordance with the Intended Tax Characterization; or
(viii) any claim brought by any Person other than an Indemnified Party arising from any activity by PROVIDED, HOWEVER, that nothing contained in this sentence shall limit the liability of the Collection Agent or its Affiliates in servicinglimit the recourse of the Agent, administering or collecting any Receivable.
(b) Any amounts subject Purchaser Agent and each Purchaser to the indemnification provisions of this Section 6.12 shall Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Samples: Receivables Sale Agreement (Quebecor World Usa Inc)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Agent, any Investor, any Bank or any of their respective Affiliates (each, a "Special Indemnified Party Party") may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Special Indemnified Amounts awarded against or actually incurred by any of them Amounts") arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence, bad faith or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party or of any affiliated Special Indemnified Party acting in connection with the Transaction Documents, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation or warranty or statement made or deemed made by the Collection Agent or any of its officers under or in connection with this Agreement or any (other Facility Document than that contained in Section 4.02(g) hereof) which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Pool Receivable or the Related SecurityContract;
(iii) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any ReceivablesReceivables in, or purporting to be in, the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;; 55 61
(vi) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent a current market rate fee and to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or;
(viii) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.;
(bix) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid representation made or deemed made by the Collection Agent in Section 4.02(g) hereof shall have been incorrect in any respect when made; or
(x) the creation hereunder of an undivided percentage ownership interest in any Receivable which purports to be part of the Net Receivables Pool Balance but which is not at the date of the creation hereunder of such interest an Eligible Receivable or which thereafter ceases to be an Eligible Receivable other than by such Receivable becoming a Delinquent Receivable or a Defaulted Receivable subsequent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment purchase of a court of competent jurisdictionReceivable Interest therein hereunder.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Centex Construction Products Inc)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Agent, any Investor, any Bank, any of their respective Affiliates or members or any of their respective officers, directors, employees or advisors (each, a “Special Indemnified Party Party”) may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts awarded against or actually incurred by any of them Amounts”) arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i1) reliance on any representation made or deemed made by the Collection Agent pursuant to Section 4.02(h) hereof which shall have been incorrect in any respect when made or any of its officers other representation or warranty or statement made or deemed made by the Collection Agent under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii2) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Pool Receivable or Contract; or the Related Securityfailure of any Pool Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii3) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any ReceivablesReceivables in, or purporting to be in, the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv4) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(v5) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(vi6) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii7) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) 8) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Administrative Agent, each Lender Agent and each Lender and their respective officers, directors, agents and employees (each an "Indemnified Party Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys' fees and court costs) (all of the foregoing collectively, the "Indemnified Amounts awarded against Losses") at any time imposed on or actually incurred by any of them Indemnified Party arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any written representation made or deemed warranty made by the Collection Agent (or any employee or agent of its officers under or the Collection Agent) in connection with this Agreement Agreement, any other Transaction Document, any Periodic Report, any Daily Report or any other Facility Document information or report delivered by the Collection Agent pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract or the Related Securitynonconformity of any Receivable with any such applicable law, rule or regulation;
(iii) any loss of a perfected security interest (or in the failure priority of such security interest) as a result of any commingling by the Collection Agent of funds to filewhich the Administrative Agent, any Lender Agent or any delay in filing, financing statements or Lender is entitled hereunder with any other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time;funds; or
(iv) any failure of the Collection Agent Agent, to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which the other Facility Documents;
(v) Collection Agent is a party; whether arising by reason of the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission acts to be performed by the Collection Agent that reduces hereunder or impairs otherwise, excluding only Indemnified Losses to the rights extent (a) such Indemnified Losses resulted solely from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent for uncollectible Receivables, (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Administrative Agent, any Managing Lender Agent or any Lender computed in accordance with the Intended Tax Characterization, or (d) any Originator is the plaintiff and the Indemnified Party is the defendant unless such Indemnified Party prevails in such legal action; provided, however, that nothing contained in this sentence shall limit the liability of the Lenders with respect to any Receivable Collection Agent or limit the value recourse of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection the Administrative Agent, to the extent in excess of the Servicing Fees payable any Lender Agent and each Lender to the Collection Agent hereunder; or
(viii) for any claim brought by any Person other than an Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject otherwise specifically provided to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Samples: Receivables Loan Agreement (Eagle Picher Technologies LLC)
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Agent, any Investor, any Bank or any of their respective Affiliates or agents (each, a “Special Indemnified Party Party”) may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, damages, costs, expenses, losses and liabilities (including reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Special Indemnified Amounts awarded against or actually incurred by any of them Amounts”) arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i) reliance on any representation made or deemed warranty or statement made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any ReceivablePool Receivable or Contract, the related Contract including payment of all unpaid sales, excise or the Related Securityother taxes when due;
(iii) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility DocumentsAgreement;
(viv) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(viv) any action or omission by the Collection Agent that reduces not in compliance with its Credit and Collection Policy which has the effect of reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Fees payable to the Collection Agent hereunder; or
(viiivi) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.; or
(bvii) Any amounts subject any dispute, claim, offset or defense of the Obligor to the indemnification provisions payment of this Section 6.12 shall any Receivable in, or purporting to be paid in, the Receivables Pool as a result of the collection activities with respect to such Receivable by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 1 contract
Samples: Receivables Purchase Agreement (United Rentals North America Inc)
Indemnities by the Collection Agent. (a) Without limiting any other rights which any the Agent, the Group Agents, the Investors or the other Indemnified Party Parties may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify each the Indemnified Party Parties from and against any and all Indemnified Amounts awarded against or actually incurred by any of them arising out of or resulting from (whether directly or indirectly)
(a) the failure of any actions it has taken information contained in any Collection Agent Report (to the extent provided by the Collection Agent) to be true and correct, or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivableother information provided to any Indemnified Party by, Related Security or Contract. Without limiting or being limited by the foregoingon behalf of, the Collection Agent shall pay on demand to each Indemnified Party be true and correct, (b) the failure of any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to representation, warranty or resulting from any of the following:
(i) reliance on any representation statement made or deemed made by the Collection Agent (or any of its officers officers) under or in connection with this Agreement or any other Facility Document which shall to have been false, incorrect or misleading in any material respect when true and correct as of the date made or deemed made made, (c) the failure by the Collection Agent to comply with any applicable Law with respect to any Receivable or delivered;
the related Contract, (iid) the commingling by the Collection Agent of Collections of Receivables at any time with any other funds, (e) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable resulting from or related to the enforcement or collection activities in respect of such Receivable, (f) any action taken by the Collection Agent in the enforcement or collection of any Receivable, (g) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions hereof, (h) the failure by the Collection Agent to comply with any term, provision or covenant contained in this Agreement, Agreement or any of the other Facility DocumentsTransaction Documents to which it is a party or to perform any of its duties or obligations, if any, under the Receivables or related Contracts (i) failure of any Lock-box Account Bank or Blocked Account Bank to remit any amounts held in the Lock-box Accounts or Blocked Accounts or any Contractrelated lock-boxes pursuant to the instructions of the Collection Agent, or with any Applicable Law with respect to any ReceivableUnited Receivables I, the Seller, the related Contract Originator or the Related Security;
Agent (iii) to the failure extent such Person is entitled to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent time;
(iv) any failure of the Collection Agent to perform its duties or obligations give such instructions in accordance with the provisions terms hereof and of this any applicable Lock-box Account Agreement or the other Facility Documents;
(vBlocked Account Agreement) the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission whether by the Collection Agent that reduces or impairs the rights reason of the Administrative Agent, any Managing Agent exercise of set-off rights or any of the Lenders with respect to any Receivable otherwise; or the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Fees payable to the Collection Agent hereunder; or
(viiii) any claim brought by any Person other than an Indemnified Party third party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency administration of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionReceivables.
Appears in 1 contract
Samples: Receivables Purchase Agreement (United Rentals Inc /De)
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent, each Purchaser Agent and each Purchaser and their respective officers, directors, agents and employees (each an “Indemnified Party Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys’ fees and court costs) (all of the foregoing collectively, the “Indemnified Amounts awarded against Losses") at any time imposed on or actually incurred by any of them Indemnified Party arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation or warranty made by or deemed made on behalf of the Collection Agent in this Agreement (including without limitation the representation and warranty set forth in Section 7.2), any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related Security;
(iii) upon the failure occurrence of a Collection Agent Replacement Event or Termination Event, any loss of a perfected security interest (or in the priority of such security interest) as a result of any commingling by the Collection Agent of funds to filewhich the Agent, any Purchaser Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent timefunds;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which the other Facility Documents;Collection Agent is a party; or
(v) the commingling failure of Collections the Collection Agent to cause to be vested and maintained vested in the Agent, for the benefit of Receivables at the Purchasers, a perfected ownership or security interest in the Sold Interest and the property conveyed pursuant to Section 1.1(e) and Section 1.8, free and clear of any time with other funds;
(vi) any action or omission Adverse Claim; whether arising by reason of the acts to be performed by the Collection Agent hereunder or otherwise, excluding only Indemnified Losses to the extent (a) a final judgment of a court of competent jurisdiction determined that reduces such Indemnified Losses resulted from gross negligence or impairs the rights willful misconduct of the Administrative Indemnified Party seeking indemnification, (b) due to the credit risk of the Obligor for uncollectible Receivables, or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent, any Managing Purchaser Agent or any Purchaser computed in accordance with the Intended Tax Characterization; provided, however, that nothing contained in this sentence shall limit the liability of the Lenders with respect to any Receivable Collection Agent or limit the value recourse of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection the Agent, to the extent in excess of the Servicing Fees payable any Purchaser Agent and each Purchaser to the Collection Agent hereunder; or
(viii) for any claim brought by any Person other than an Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject otherwise specifically provided to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent, each Lender Agent and each Lender and their respective officers, directors, agents and employees (each a "Collection Agent Indemnified Party Party") from and against any and all damages, losses, claims, liabilities, penalties, costs and expenses (including attorneys' fees and court costs) (all of the foregoing collectively, the "Collection Agent Indemnified Amounts awarded against Losses") at any time imposed on or actually incurred by any of them Collection Agent Indemnified Party arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation or warranty made by, on behalf of or deemed made in respect of, the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related Security;
(iii) any loss of a perfected security interest (or in the failure priority of such security interest) as a result of any commingling by the Collection Agent of funds to filewhich the Agent, any Lender Agent or any delay in filing, financing statements or Lender is entitled hereunder with any other similar instruments or documents under funds;
(iv) the UCC imposition of any applicable jurisdiction or other Applicable Law Lien with respect to any ReceivablesReceivable, whether at Related Security or Lock-Box Account as a result of any action taken by the Closing Date or at Collection Agent under any subsequent timeTransaction Documents;
(ivv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement (including, without limitation, compliance with the Credit and Collection Policy) or any other Transaction Document to which the other Facility Documents;
(v) the commingling of Collections of Receivables at any time with other fundsCollection Agent is a party;
(vi) any action or omission by the failure of the Borrower and/or the Collection Agent that reduces to comply with any term or impairs the rights condition of the Administrative Agent, any Managing Agent or any of the Lenders with respect to any Receivable Policy or the value of any Receivable;Optical Policy; or
(vii) any Servicing Fees or other costs and expenses payable failure for any reason of Collections to any replacement Collection be remitted to the Agent, the Lender Agents and Lenders entitled thereto to the extent in excess required by this Agreement; whether arising by reason of the Servicing Fees payable acts to be performed by the Collection Agent hereunder or otherwise, excluding only Collection Agent Indemnified Losses to the extent (a) such Collection Agent Indemnified Losses resulted from gross negligence or willful misconduct of the Collection Agent Indemnified Party seeking indemnification or any Affiliate of such Collection Agent Indemnified Party, (b) such Collection Agent Indemnified Losses arose as a result of any default, insolvency, receivership or lack of creditworthiness of an Obligor or the Insurer or (c) such Collection Agent Indemnified Losses include Taxes; provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or limit the recourse of the Agent, each Lender Agent and each Lender to the Collection Agent hereunder; or
(viii) for any claim brought by any Person other than an Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject otherwise specifically provided to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent and each Purchaser and their respective officers, directors, agents and employees (each a "Collection Agent Indemnified Party Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys' fees and court costs) (all of the foregoing collectively, the "Collection Agent Indemnified Amounts awarded against Losses") at any time imposed on or actually incurred by any of them Collection Agent Indemnified Party arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation or warranty made by, on behalf of or deemed made in respect of, the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related Security;
(iii) any loss of a perfected security interest (or in the failure priority of such security interest) as a result of any commingling by the Collection Agent of funds to file, which the Agent or any delay in filing, financing statements or Purchaser is entitled hereunder with any other similar instruments or documents under funds;
(iv) the UCC imposition of any applicable jurisdiction or other Applicable Law Adverse Claim with respect to any ReceivablesReceivable, whether at Related Security or Lock-Box Account as a result of any action taken by the Closing Date or at any subsequent time;Collection Agent; or
(ivv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement (including, without limitation, compliance with the Credit and Collection Policy) or any other Transaction Document to which the other Facility Documents;
(v) Collection Agent is a party; whether arising by reason of the commingling of Collections of Receivables at any time with other funds;
(vi) any action or omission acts to be performed by the Collection Agent that reduces hereunder or impairs the rights of the Administrative Agentotherwise, any Managing excluding only Collection Agent or any of the Lenders with respect to any Receivable or the value of any Receivable;
(vii) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, Indemnified Losses to the extent in excess (a) a final judgment of a court of competent jurisdiction determined that such Collection Agent Indemnified Losses resulted from gross negligence or willful misconduct of the Servicing Fees payable Collection Agent Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent hereunderfor uncollected or uncollectible Receivables, or (c) such Collection Agent Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser computed in accordance with the Intended Tax Characterization; or
(viii) any claim brought by any Person other than an Indemnified Party arising from any activity by provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject limit the recourse of the Agent and each Purchaser to the indemnification provisions of this Section 6.12 shall Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionhereunder.
Appears in 1 contract
Indemnities by the Collection Agent. (a) Without limiting any other rights which that the Agent, any Indemnified Party Investor, any Bank or any of their respective Affiliates (each, a "SPECIAL INDEMNIFIED PARTY") may have hereunder or under Applicable Lawapplicable law, and in consideration of its appointment as Collection Agent, the Collection Agent hereby agrees to indemnify each Special Indemnified Party from and against any and all Indemnified Amounts awarded against or actually incurred by any claims, losses and liabilities (including reasonable attorneys' fees) (all of them the foregoing being collectively referred to as "SPECIAL INDEMNIFIED AMOUNTS") arising out of or resulting from any actions it has taken of the following (excluding, however, (a) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the failure to perform its duties under part of such Special Indemnified Party, (b) recourse for uncollectible Receivables or (c) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Agreement or the other Facility Documents or with respect to the use ownership of proceeds of Advances or remittances or the security interests in the Collateral Receivable Interests or in respect of any Receivable, Related Security Receivable or any Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:):
(i1) reliance on any representation or warranty or statement made or deemed made by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document which shall have been false, incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii2) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law regulation with respect to any Receivable, the related Contract Pool Receivable or Contract; or the Related Securityfailure of any Pool Receivable or Contract to conform to any such applicable law, rule or regulation;
(iii3) the failure to filehave filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law applicable laws with respect to any ReceivablesReceivables in, or purporting to be in, the Receivables Pool, the Contracts and the Related Security and Collections in respect thereof, whether at the Closing Date time of any purchase or reinvestment or at any subsequent time;
(iv4) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or the other Facility Documentsafter taking into account any cure periods provided herein;
(v5) the commingling of Collections of Pool Receivables at any time by the Collection Agent with other funds;
(vi6) any action or omission by the Collection Agent that reduces reducing or impairs impairing the rights of the Administrative Agent, any Managing Agent Investors or any of the Lenders Banks with respect to any Pool Receivable or the value of any Pool Receivable;
(vii7) any Servicing Collection Agent Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess of the Servicing Collection Agent Fees payable to the Collection Agent hereunder; or
(viii) 8) any claim brought by any Person other than an a Special Indemnified Party arising from any activity by the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject to the indemnification provisions of this Section 6.12 shall be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Collection Agent shall not indemnify any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdiction.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Personal Care Holdings Inc)
Indemnities by the Collection Agent. (a) Without limiting any other rights which any Indemnified Party Person may have hereunder or under Applicable Law, and in consideration of its appointment as Collection Agentapplicable law, the Collection Agent hereby agrees to indemnify indemnifies and holds harmless the Agent and the Purchaser and their respective officers, directors, agents and employees (each an “Indemnified Party Party”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys’ fees and court costs) (all of the foregoing collectively, the “Indemnified Amounts awarded against Losses”) at any time imposed on or actually incurred by any of them Indemnified Party arising out of or resulting from any actions it has taken or the failure to perform its duties under this Agreement or the other Facility Documents or with respect to the use of proceeds of Advances or remittances or the security interests in the Collateral or in respect of any Receivable, Related Security or Contract. Without limiting or being limited by the foregoing, the Collection Agent shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts otherwise relating to or resulting from any of the followingto:
(i) reliance on any representation or warranty made by or deemed made on behalf of the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent or any of its officers under or in connection with this Agreement or any other Facility Document pursuant hereto, which shall have been false, false or incorrect or misleading in any material respect when made or deemed made or deliveredmade;
(ii) the failure by the Collection Agent to comply with any termapplicable law, provision rule or covenant contained in this Agreement, any of the other Facility Documents, or any Contract, or with any Applicable Law with respect regulation related to any Receivable, the related Contract Receivable or the Related SecuritySecurity in fulfilling its duties as Collection Agent;
(iii) any loss of a perfected security interest (or in the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC priority of such security interest) as a result of any applicable jurisdiction commingling by the Collection Agent of funds to which the Agent or the Purchaser is entitled hereunder with any other Applicable Law with respect to any Receivables, whether at the Closing Date or at any subsequent timefunds;
(iv) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement (including, without limitation, compliance with the Credit and Collection Policy) or any other Transaction Document to which the other Facility Documents;Collection Agent is a party; or
(v) the commingling imposition of Collections of Receivables at any time with other funds;
(vi) any action or omission by the Collection Agent that reduces or impairs the rights of the Administrative Agent, any Managing Agent or any of the Lenders Lien with respect to any Receivable or Related Security as a result of an action taken by the value Collection Agent under any Transaction Document; whether arising by reason of any Receivable;
the acts to be performed by the Collection Agent hereunder or otherwise, excluding only Indemnified Losses (vii“Collection Agent Excluded Losses”) any Servicing Fees or other costs and expenses payable to any replacement Collection Agent, to the extent in excess (a) a final judgment of a court of competent jurisdiction determined that such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Servicing Fees payable Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor or for which reimbursement would constitute recourse to the Collection Agent hereunderfor uncollectible Receivables, or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or the Purchaser computed in accordance with the Intended Tax Characterization or Taxes pursuant to FATCA; or
(viii) any claim brought by any Person other than an Indemnified Party arising from any activity by provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or its Affiliates in servicing, administering or collecting any Receivable.
(b) Any amounts subject limit the recourse of the Agent and the Purchaser to the indemnification provisions of this Section 6.12 shall Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent to the Administrative Agent within 10 Business Days following the Administrative Agent’s demand therefor. Notwithstanding hereunder; provided, further, that notwithstanding any other provision of this Agreement hereof to the contrary, the Collection Agent shall not indemnify have any Indemnified Party for or with respect to any Indemnified Amounts (i) that would constitute recourse for uncollectible Receivables due to the bankruptcy or insolvency of the related Obligor or (ii) which arise solely from such Indemnified Party’s gross negligence, bad faith or willful misconduct as determined in a final non-appealable judgment of a court of competent jurisdictionobligations concerning Collection Agent Excluded Losses.
Appears in 1 contract
Samples: Receivables Sale Agreement (Great Plains Energy Inc)
