Common use of Indemnities by the Originators Clause in Contracts

Indemnities by the Originators. Without limiting any other rights that the Buyer may have hereunder or under Applicable Law, each Originator and Xxxxx, jointly and severally, hereby agrees to indemnify the Buyer, each of its officers, directors, employees, agents, employees and respective assigns, the Administrative Agent and each Lender (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, claims, losses, judgments, liabilities, penalties and related costs and expenses (including Attorney Costs) (all of the foregoing being collectively called “Purchase and Sale Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with: (a) the breach of any representation, warranty or statement made or deemed made by such Originator (or any employee, officer or agent of such Originator) under or in connection with this Agreement or any of the other Transaction Documents, or any information or report delivered by or on behalf of such Originator pursuant hereto or thereto which shall have been untrue or incorrect when made or deemed made or delivered; (b) the transfer by such Originator of any interest in any Pool Receivable or Related Right other than the transfer of any Pool Receivable and Related Rights to the Buyer pursuant to this Agreement and the grant of a security interest to the Buyer pursuant to this Agreement;

Indemnities by the Originators. Without limiting any other rights that ------------------------------ which the Buyer Company may have hereunder or under Applicable Lawapplicable law, each Originator Originator, severally and Xxxxxfor itself alone, and USS, jointly and severallyseverally with each Originator, hereby agrees to indemnify the Buyer, Company and each of its assigns, officers, directors, employees, agents, employees and respective assigns, the Administrative Agent and each Lender agents (each of the foregoing Persons being individually called a “"Purchase and Sale Indemnified Party”"), forthwith on ----------------------------------- demand, from and against any and all damages, losses, claims, losses, judgments, liabilities, penalties liabilities and related costs and expenses (expenses, including Attorney Costs) reasonable attorneys' fees and disbursements (all of the foregoing being collectively called “"Purchase and ------------ Sale Indemnified Amounts”") awarded against or incurred by any of them arising ------------------------ out of, relating to of or in connection withas a result of the following: (a) the transfer by such Originator of an interest in any Receivable or Related Right to any Person other than the Company; (b) the breach of any representation, representation or warranty or statement made or deemed made by such Originator (or any employee, officer or agent of such Originator) under or in connection with this Agreement or any of the other Transaction DocumentsDocument, or any information or report delivered by or on behalf of such Originator pursuant hereto or thereto which shall have been untrue false or incorrect in any respect when made or deemed made or deliveredmade; (b) the transfer by such Originator of any interest in any Pool Receivable or Related Right other than the transfer of any Pool Receivable and Related Rights to the Buyer pursuant to this Agreement and the grant of a security interest to the Buyer pursuant to this Agreement;

Indemnities by the Originators. Without limiting any other rights that the Buyer may have hereunder or under Applicable Law, each Originator Originator, individually and Xxxxx, not jointly and severally, hereby agrees to indemnify the Buyer, each of its officers, directors, employees, agents, employees and respective assigns, the Administrative Agent and each Lender Purchaser (each of the foregoing Persons being individually called a “Purchase Sale and Sale Contribution Indemnified Party”), forthwith on demand, from and against any and all damages, claims, losses, judgments, liabilities, penalties and related costs and expenses (including Attorney Costs) (all of the foregoing being collectively called “Purchase Sale and Sale Contribution Indemnified Amounts”) awarded against or incurred by any of them to the extent arising out of, relating to or in connection with: (a) the breach of any representation, warranty or statement made or deemed made by such any Originator (or any employee, officer or agent of such Originatorits respective officers) under or in connection with this Agreement or any of the other Transaction Documents, or any information or report 127299818\V-5 delivered by or on behalf of such any Originator pursuant hereto or thereto which shall have been untrue or incorrect when made or deemed made or deliveredmade; (b) the failure by any Originator to transfer by such Originator of any interest good and marketable title in and to any Pool Receivable or Related Right other than to the transfer Buyer, free and clear of any Pool Receivable Adverse Claims, and Related Rights to the Buyer pursuant to this Agreement and the grant of a security interest to the Buyer that is freely assignable, pursuant to this Agreement;

Indemnities by the Originators. Without limiting any other rights that the Buyer may have hereunder or under Applicable Law, each Originator and XxxxxHarsco, jointly and severally, hereby agrees to indemnify the Buyer, each of its officers, directors, employees, agents, employees and respective assigns, the Administrative Agent and each Lender Purchaser (each of the foregoing Persons being individually called a “Purchase and Sale Contribution Indemnified Party”), forthwith on demand, from and against any and all damages, claims, losses, judgments, liabilities, penalties and related reasonable and documented costs and expenses (including Attorney Costs) (all of the foregoing being collectively called “Purchase and Sale Contribution Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with: (a) the breach of any representation, representation or warranty or statement made or deemed made by such Originator (or any employee, officer or agent of such Originator) under or in connection with this Agreement or any of the other Transaction Documents, or any information or report delivered by or on behalf of such Originator pursuant hereto or thereto which shall have been untrue or incorrect when made or deemed made or delivered; (b) the transfer failure by such Originator of any interest to transfer good and marketable title in and to any Pool Receivable or Related Right other than to the transfer Buyer, free and clear of any Pool Receivable Adverse Claims, and Related Rights to the Buyer pursuant to this Agreement and the grant of a security interest to the Buyer that is freely assignable, pursuant to this Agreement;

Indemnities by the Originators. Without limiting any other rights that the Buyer may have hereunder or under Applicable applicable Law, each Originator and XxxxxNabors, jointly and severally, hereby agrees to indemnify the Buyer, each of its officers, directors, employees, agents, employees and respective assigns, the Administrative Agent and each Lender Purchaser (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, claims, losses, judgments, liabilities, penalties and related costs and expenses (including Attorney Costs) (all of the foregoing being collectively called “Purchase and Sale Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with: (a) the breach of any representation, representation or warranty or statement made or deemed made by such Originator (or any employee, officer or agent of such Originator) under or in connection with this Agreement or any of the other Transaction Documents, or any information or report delivered by or on behalf of such Originator pursuant hereto or thereto which shall have been untrue or incorrect when made or deemed made or delivered; (b) the transfer by such Originator of any interest in any Pool Receivable or Related Right other than the transfer of any Pool Receivable and Related Rights Security to the Buyer pursuant to this Agreement and or the grant of a security interest to the Buyer pursuant to this Agreement; (c) the failure by such Originator to comply with the terms of any Transaction Document or with any applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable Law; (d) the lack of an enforceable ownership interest, or a first priority perfected lien, in the Pool Receivables (and all Related Security) originated by such Originator against all Persons (including any bankruptcy trustee or similar Person), in either case, free and clear of any Adverse Claim; (e) the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Pool Receivable or the Related Rights; (f) any suit or claim related to the Pool Receivables originated by such Originator (including any products liability or environmental liability claim arising out of or in connection with the property, products or services that are the subject of any Pool Receivable originated by such Originator); (g) any dispute, claim, offset or defense (other than related to or in connection with the financial condition or discharge in bankruptcy) of the Obligor to the payment of any Receivable in the Receivables Pool (including a defense based on such Receivable’s or the related Contract’s not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms) or any other claim resulting from the sale of the property, products or services giving rise to such Receivable or the furnishing or failure to furnish such property, products or services; (h) any failure of such Originator to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable; (i) any products liability, environmental or other claim arising out of or in connection with any Receivable or other merchandise, goods or services which are the subject of or related to any Receivable; (j) the commingling of Collections of Pool Receivables at any time with other funds; (k) the failure by such Originator to provide, or unreasonable delay by such Originator in providing, to any Obligor an invoice or other evidence of indebtedness; (l) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or in respect of any Pool Receivable or any Related Rights; (m) any claim brought by any Person other than a Purchase and Sale Indemnified Party arising from any activity by such Originator or any Affiliate of such Originator in servicing, administering or collecting any Pool Receivable; (n) the failure by such Originator to pay when due any Taxes, including, without limitation, sales, excise or personal property taxes; (o) any dispute, claim, offset or defense (other than related to or in connection with the financial condition or discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of goods or the rendering of services related to such Pool Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness; (p) any product liability claim arising out of or in connection with goods or services that are the subject of any Receivable generated by such Originator; (q) [Reserved]; (r) any tax or governmental fee or charge, all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including without limitation Attorney Costs in defending against the same, which are required to be paid by reason of the purchase or ownership of the Receivables generated by such Originator or any Related Rights connected with any such Receivables; (s) any liability under Section 5.03 of the Receivables Purchase Agreement; or (t) any action taken by the Administrative Agent as attorney-in-fact for such Originator pursuant to this Agreement or any other Transaction Document; provided that such indemnity shall not be available to any Purchase and Sale Indemnified Party to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted solely from the gross negligence or willful misconduct of a Purchase and Sale Indemnified Party or (y) constitute recourse with respect to a Pool Receivable by reason of the bankruptcy or insolvency, or the financial or credit condition or financial default, of the related Obligor. Notwithstanding anything to the contrary in this Agreement, solely for purposes of such Originator’s indemnification obligations in this Article IX, any representation, warranty or covenant qualified by the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality shall be deemed to be not so qualified. If for any reason the foregoing indemnification is unavailable to any Purchase and Sale Indemnified Party or insufficient to hold it harmless, then the Originators, jointly and severally, shall contribute to the amount paid or payable by such Purchase and Sale Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of such Originator and its Affiliates (other than Buyer), on the one hand, and such Purchase and Sale Indemnified Party, on the other hand, in the matters contemplated by this Agreement as well as the relative fault of such Originator and its Affiliates (other than Buyer) and such Purchase and Sale Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of such Originator under this Section shall be in addition to any liability which such Originator may otherwise have, shall extend upon the same terms and conditions to each Purchase and Sale Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of such Originator and the Purchase and Sale Indemnified Parties. Any indemnification or contribution under this Section shall survive the termination of this Agreement.

Indemnities by the Originators. Without limiting any other rights that the Buyer may have hereunder or under Applicable Law, each Originator and Xxxxxthe Originators, jointly and severally, hereby agrees agree to indemnify the Buyer, each of its officers, directors, employees, agents, employees and respective assigns, the Administrative Agent and each Lender Purchaser (each of the foregoing Persons being individually called a “Purchase Sale and Sale Contribution Indemnified Party”), forthwith on demand, from and against any and all damages, claims, losses, judgments, liabilities, penalties and related costs and expenses (including Attorney Costs) (all of the foregoing being collectively called “Purchase Sale and Sale Contribution Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or in connection with: (a) the breach of any representation, representation or warranty or statement made or deemed made by such any Originator (or any employee, officer or agent of such Originatorthereof) under or in connection with this Agreement or any of the other Transaction Documents, or any information or report or delivered by or on behalf of such any Originator pursuant hereto or thereto which shall have been untrue or incorrect when made or deemed made or delivered; (b) the failure by any Originator to transfer by such Originator of any interest good and marketable title in and to any Pool Receivable or Related Right other than to the transfer Buyer, free and clear of any Pool Receivable Adverse Claims, and Related Rights to the Buyer pursuant to this Agreement and the grant of a security interest to the Buyer that is freely assignable, pursuant to this Agreement;