Indemnities by the Company. The Company will indemnify and hold harmless each seller of Registrable Shares, each underwriter of Registrable Shares, and each other person, if any, who controls any such seller or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934 against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement including such Registrable Shares, any preliminary prospectus or final prospectus contained in such Registration Statement, any amendment or supplement to such Registration Statement, or any other disclosure document, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and, the Company will reimburse each such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (a) any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, relating to such seller by or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof or (b) the failure of such seller to deliver copies of the prospectus in the manner required by the Securities Act.
Indemnities by the Company. (a) Without prejudice to any other rights which CRES Provider may have hereunder or under applicable law, the Company hereby agrees to indemnify and save harmless CRES Provider from and against any and all damages, losses, claims, liabilities, costs and expenses (including reasonable attorneys fees and disbursements) arising out of or resulting from the material breach of any representation or covenant of the Company and its agents, employees, or assignees, under this Agreement.
(b) Notwithstanding any other provision of this Agreement, and in furtherance and not in limitation of the foregoing, the Company agrees to pay to CRES Provider upon demand any and all amounts necessary to indemnify it and save it harmless from and against any and all damages, losses, claims, liabilities or expenses (including reasonable attorneys, fees and disbursements) awarded against or incurred by it arising out of or as a result of:
(i) CRES Provider’s reliance on any representation or warranty made by or on behalf of the Company under or in connection with this Agreement, in any report from the Company or in any other information delivered by the Company pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) The failure by the Company to comply with any applicable law, rule or regulation with respect to any of the Receivables, or the nonconformity of any of the Receivables with any such applicable law, rule or regulation;
(iii) Any failure by the Company timely to deliver to CRES Provider the Collections, books, records, documents or other information which may be required to be delivered pursuant to this Agreement;
(iv) Any failure by the Company to be duly qualified to do business, and to be in good standing, in every jurisdiction where such qualification was required hereunder for the enforcement of any Receivable against the applicable Customer.
Indemnities by the Company. Without limiting any other rights that the Sellers may have hereunder or under applicable law, the Company hereby agrees to indemnify each Seller from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) arising out of or resulting from such Seller's reliance on any representation or warranty made by the Company in this Agreement or in any certificate delivered pursuant hereto that, in either case, shall have been false or incorrect in any material respect when made or deemed made.
Indemnities by the Company. (a) The Company indemnifies the Back-Up Servicer against any liability which the Back-Up Servicer or any attorney, delegate or contractor appointed by it may incur or suffer as a result of or arising from performing its obligations under or in connection with this agreement or complying with a request under clause 9.9, except to the extent that any such liability is due to the negligence or misconduct of the Back-Up Servicer, or any of its attorney, delegate or contractor appointed by it.
(b) The indemnity in clause 9.10(a) is a continuing indemnity and survives any termination of this agreement.
(c) The Company is only required to indemnify the Back-Up Servicer when there are actual and quantifiable losses arising from such liability.
(d) The Back-Up Servicer is not liable for, and the Company releases and holds the Back-Up Servicer harmless against:
(i) any defect in the title of the Company to any Purchased Receivable;
(ii) acting in accordance with any request, direction or instruction given by the Company;
(iii) any Liability caused by the Back-Up Servicer's reliance on any data or document supplied to it by the Company;
(iv) any inability to perform, or deficiency in performing the Back-Up Servicer's duties and obligations as temporary stand-in servicer caused or contributed to directly and indirectly by:
(A) the state of affairs of the previous Servicer, and its books and records; or
(B) the Back-Up Servicer being unable to obtain data, information and documents of the previous Servicer or the Trustee or obtain access to the data, systems, documentation or personnel which are reasonably necessary for the Back-Up Servicer to perform those duties and obligations; and
(v) the Back-Up Servicer is, for any purpose and at any time, entitled to rely on, act upon, accept and regard as conclusive and sufficient (without being in any way bound to call for further evidence or information or being responsible for any loss Receivables Purchase Agreement that may be occasioned by such reliance, acceptance or regard) any of the following:
(A) any representation or warranty given by the Company; and
(B) any data, document, certificate or statements supplied by the Company or any officer, auditor or solicitor or either of them.
Indemnities by the Company. In connection with their indemnification of each of the Covered Persons under Section 3.4.1 hereof and any other agreement or obligation of the Company or any of its subsidiaries to indemnify any Stockholder Indemnitee (whether under any Organizational Document, Advisory Agreement or other document or agreement), the Company, for itself and on behalf of each of its subsidiaries, hereby agrees and acknowledges that (i) any obligations of any Stockholder, any Affiliate or Affiliated Fund of a Stockholder or any other Stockholder Indemnitee, in each case that is affiliated with the applicable Covered Person or Stockholder Indemnitee, to provide advancement or indemnification for any Losses incurred by a Covered Person or a Stockholder Indemnitee, as applicable, are secondary, and (ii) if such Stockholder, Affiliate, Affiliated Fund or other Stockholder Indemnitee is obligated to pay, or pays or causes to be paid for any reason, any Losses which the Company or any of its subsidiaries is otherwise obligated to pay (as advancement or indemnification) to or on behalf of such Covered Person or Stockholder Indemnitee, as applicable, then (A) such Stockholder, Affiliate, Affiliated Fund or other Stockholder Indemnitee, as the case may be, shall be fully subrogated to and otherwise succeed to all rights of such Covered Person or Stockholder Indemnitee, as applicable, with respect to such payment; and (B) the Company and each of its subsidiaries shall jointly and severally reimburse, indemnify and hold harmless such Stockholder, Affiliate, Affiliated Fund or other Stockholder Indemnitee, as the case may be, for all such payments actually made by such entity or person on behalf of or for the benefit of the Covered Person or Stockholder Indemnitee, as applicable.
Indemnities by the Company. KFS shall fully indemnify, defend and hold harmless JJR VI and its subsidiaries, officers, directors and shareholders (collectively, the “JJR Indemnified Parties”) from and against any claim, demand, action, cause of action, damage, loss, cost, liability or expense (including judicial or administrative actions, suits or proceedings, and including interest, penalties, professional fees and disbursements) (collectively, “Claims”) arising out of any misrepresentation or breach of any warranty or covenant by KFS or the Company under this Agreement or any Ancillary Agreement, including, for greater certainty, any Claims resulting from KFS’ entering into this Agreement and the consummation of the transactions contemplated hereby or the disposition by KFS of its interest in ACIC and ASI to the Company including any Claim arising from a class action, oppression or other suit brought by one or more shareholders of KFS. In each case, such indemnity shall include, without limitation, reasonable legal fees and expenses in connection with any action or proceeding against the JJR Indemnified Parties in any third party action or proceeding for which indemnification by KFS is required. For greater certainty and for the purposes of avoiding duplication, adverse development pursuant to the Adverse Development Agreement shall not constitute a Claim and shall be dealt with pursuant to the Adverse Development Agreement.
Indemnities by the Company. WITHOUT LIMITING ANY OTHER RIGHTS THAT THE SELLERS MAY HAVE HEREUNDER OR UNDER APPLICABLE LAW, THE COMPANY HEREBY AGREES TO INDEMNIFY EACH SELLER FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES AND LIABILITIES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RESULTING FROM SUCH SELLER'S RELIANCE ON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY IN THIS AGREEMENT OR IN ANY CERTIFICATE DELIVERED PURSUANT HERETO THAT, IN EITHER CASE, SHALL HAVE BEEN FALSE OR INCORRECT IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE; PROVIDED, HOWEVER, THAT ANY PAYMENTS MADE BY THE COMPANY IN RESPECT OF ANY OF THE FOREGOING ITEMS SHALL BE MADE SOLELY FROM FUNDS AVAILABLE TO THE COMPANY WHICH ARE NOT OTHERWISE REQUIRED TO BE APPLIED TO THE PAYMENT OF ANY AMOUNTS PURSUANT TO ANY POOLING AND SERVICING AGREEMENTS (OTHER THAN TO THE COMPANY), SHALL BE NON-RECOURSE OTHER THAN WITH RESPECT TO SUCH FUNDS AND SHALL NOT CONSTITUTE A CLAIM AGAINST THE COMPANY TO THE EXTENT THAT INSUFFICIENT FUNDS EXIST TO MAKE SUCH PAYMENT.
Indemnities by the Company. Without limiting any -------------------------- other rights that JPFD Funding may have hereunder or under applicable law, the Company hereby agrees to indemnify JPFD Funding from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) arising out of or resulting from JPFD Funding's reliance on any representation or warranty made by the Company in this Agreement or in any certificate delivered pursuant hereto that, in either case, shall have been false or incorrect in any material respect when made or deemed made. Any and all indemnifications due and owing by the Company pursuant to this Section 6.02 shall be paid solely from ------------ funds available to the Company which are not otherwise needed to be applied to the payment of any amounts pursuant to the Pooling and Servicing Agreements, shall be non-recourse other than with respect to proceeds in excess of the proceeds necessary to make such payment, and shall not constitute a claim against the Company to the extent that insufficient proceeds exist to make such payment.
Indemnities by the Company. Without limiting any other rights that USFC may have hereunder or under applicable law, the Company hereby agrees to indemnify USFC from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) arising out of or resulting from USFC's reliance on any representation or warranty made by the Company in this Agreement or in any certificate delivered pursuant hereto that, in either case, shall have been false or incorrect in any material respect when made or deemed made.
Indemnities by the Company. Without limiting any other rights that USFS may have hereunder or under applicable law, the Company hereby agrees to indemnify USFS from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) arising out of or resulting from USFS's reliance on any representation or warranty made by the Company in this Agreement or in any certificate delivered pursuant hereto that, in either case, shall have been false or incorrect in any material respect when made or deemed made.
