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. 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. Without limiting any other right which the Agent and each Lender and each of their respective officers, directors, employees and agents (each, an “Indemnified Party”) may have hereunder or under applicable law, the Company hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them, whether prior to or from and after the Closing Date, whether direct, indirect or consequential, arising out of or as a result of this Agreement or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party as determined by a final judgment of a court of competent jurisdiction; or (b) any Excluded Taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or in respect of any Receivable or any Contract; or (c) fees and other costs and expenses related to the assignment of a Lender’s rights and obligations under this Agreement as set forth in Section 13.9. Without limiting the foregoing (but subject to the restrictions described in the foregoing clauses (a), (b) and (c)), the Company will indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following:
Indemnities by the Company. (a) Without prejudice to any other rights which Supplier may have hereunder or under applicable law, the Company hereby agrees to indemnify and save harmless Supplier 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.
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.
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.
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.
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 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.
