Common use of Indemnities by the Originators Clause in Contracts

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, hereby agrees to indemnify the Company and each of its assigns, officers, directors, employees and 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, judgments, liabilities and related costs and expenses, including 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 or as 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 or warranty made by such Originator under this Agreement or any other Transaction Document, or any information or report delivered by such Originator pursuant hereto or thereto which shall have been false or incorrect in any respect when made or deemed made; (c) the failure by such Originator to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (d) the failure to vest in the Company an ownership interest in the Receivables generated by such Originator and the Related Rights free and clear of any Adverse Claim; (e) the failure of such Originator to file with respect to itself, or any delay by such Originator in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables or purported Receivables generated by such Originator or any Related Rights, whether at the time of any purchase or contribution or at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable or purported Receivable generated by such Originator (including, without limitation, a defense based on such 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 goods or services related to any such Receivable or the furnishing of or failure to furnish such goods or services; (g) any litigation, proceeding or investigation against such Originator; (h) any tax or governmental fee or charge (other than any tax excluded pursuant to the proviso below), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase, contribution or ownership of the Receivables or any Related Right connected with any such Receivables; (i) any failure of such Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document; and (j) the commingling of Collections on Receivables of such Originator, at any time with other funds; excluding, however, (i) Purchase and Sale Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (ii) any indemnification which has the effect of recourse for non-payment of the Receivables due to credit reasons to any indemnitor (except as otherwise specifically provided under this Section 9.1) and (iii) any overall net income taxes or franchise taxes imposed on such Purchase and Sale Indemnified Party by the jurisdiction under the laws of which such Purchase and Sale Indemnified Party is organized or any political subdivision thereof. If for any reason the indemnification provided above in this Section 9.1 is unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold such Purchase and Sale Indemnified Party harmless, then each of the Originators, severally and for itself alone, 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 to the maximum extent permitted under applicable law.

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, hereby agrees to indemnify the Company and each of its assigns, officers, directors, employees and 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, judgments, liabilities and related costs and expenses, including 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 or as a result of the following:following (provided that in no event shall amounts indemnified hereunder include amounts payable under any Pool Receivables and remaining unpaid due to the lack of creditworthiness of any Obligor under a Receivable): (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 or warranty made by such Originator under or in connection with this Agreement or any other Transaction Document, or any information or report delivered by such Originator pursuant hereto or thereto which shall have been false or incorrect in any material respect when made or deemed mademade (other than with respect to the creditworthiness of any Obligor under a Receivable); (c) the failure by such Originator to comply with any applicable law, rule or regulation with respect to any Receivable generated by such Originator or the related Contract, or the nonconformity of any Receivable generated by such Originator or the related Contract with any such applicable law, rule or regulation; (d) the failure to vest and maintain vested in the Company an ownership interest in the Receivables generated by such Originator and the Related Rights free and clear of any Adverse Claim, other than an Adverse Claim arising solely as a result of an act of the Company, whether existing at the time of the purchase or contribution of such Receivables or at any time thereafter; (e) the failure of such Originator to file with respect to itself, or any delay by such Originator in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables or purported Receivables generated by such Originator or any Related Rights, whether at the time of any purchase or contribution or at any subsequent time; (f) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the an Obligor to the payment of any Receivable or purported Receivable generated by such Originator (including, without limitation, a defense based on such Receivable Receivables or the related Contract Contracts 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 goods or services related to any such Receivable or the furnishing of or failure to furnish such goods or services; (g) any product liability claim or any other claim involving health or safety issues, arising out of or in connection with goods or services that are the subject of any Receivable; (h) any litigation, proceeding or investigation against such Originator; (hi) any tax or governmental fee or charge (other than any tax excluded pursuant to the proviso below), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase, contribution or ownership of the Receivables or any Related Right connected with any such Receivables;; and (ij) any failure of such Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document; and (j) the commingling of Collections on Receivables of such Originator, at any time with other funds; excluding, however, (i) Purchase and Sale Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such a Purchase and Sale Indemnified Party, (ii) without limiting provisions of Section 3 any indemnification which has the effect of recourse for non-payment of the Receivables due to credit reasons to any indemnitor (except as otherwise specifically provided under this Section 9.1) and (iii) any overall tax based upon or measured by net income taxes or franchise taxes imposed on such Purchase and Sale Indemnified Party by the jurisdiction under the laws of which such Purchase and Sale Indemnified Party is organized or any political subdivision thereofgross receipts. IT IS THE INTENTION OF THE PARTIES HERETO THAT THE PURCHASE AND SALE INDEMNIFIED PARTIES BE INDEMNIFIED IN THE CASE OF THEIR OWN NEGLIGENCE, REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. If for any reason the indemnification provided above in this Section 9.1 is unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold such Purchase and Sale Indemnified Party harmless, then each of the Originators, severally and for itself alone, 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 to the maximum extent permitted under applicable law; provided that, notwithstanding the foregoing, in no event shall the Purchased Sale Indemnified Amounts include an obligation (direct or indirect) (i) of any Originator to maintain or preserve the Company's financial condition or to cause the Company to achieve any specified levels of operating results, or (ii) for Xxxxx to subscribe for additional equity interest of the Company.

Indemnities by the Originators. Without limiting any other rights which the Company may have hereunder or under applicable law, each Originator, severally and for itself alone, and Sequa, jointly and severally with each Originator, hereby agrees to indemnify the Company and each of its assigns, officers, directors, employees and 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, judgments, liabilities and related costs and expenses, including 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 or as a result of the following: (a) a. the transfer by such Originator of an interest in any Receivable or Related Right to any Person other than the Company; (b) b. the breach of any representation or warranty made or deemed made by such Originator under or in connection with this Agreement or any other Transaction Document, or any information or report delivered by such Originator pursuant hereto or thereto which shall have been false or incorrect in any respect when made or deemed made; (c) c. the failure by such Originator to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable law, rule or regulation; (d) d. the failure to vest and maintain vested in the Company an ownership interest in the Receivables generated by such Originator and the Related Rights free and clear of any Adverse Claim; (e) e. the failure of such Originator to file with respect to itself, or any delay by such Originator in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables or purported Receivables generated by such Originator or any Related Rights, whether at the time of any purchase or contribution or at any subsequent time; (f) f. any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable or purported Receivable generated by such Originator (including, without limitation, a defense based on such 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 goods or services related to any such Receivable or the furnishing of or failure to furnish such goods or services; (g) g. any product liability claim arising out of or in connection with goods or services that are subject of any Receivables; h. any litigation, proceeding or investigation against such Originator; (h) i. any tax or governmental fee or charge (other than any tax excluded pursuant to the proviso below), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase, contribution or ownership of the Receivables or any Related Right connected with any such Receivables; (i) j. any failure of such Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document; and (j) k. the commingling of Collections on Receivables of such Originator, at any time with other funds; excluding, however, (i) Purchase and Sale Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (ii) any indemnification which has the effect of recourse for non-payment of the Receivables due to credit reasons of the related Obligor to any indemnitor (except as otherwise specifically provided under this Section 9.1) and (iii) any overall tax based upon or measured by net income taxes or franchise taxes imposed on such Purchase and Sale Indemnified Party by the jurisdiction under the laws of which such Purchase and Sale Indemnified Party is organized or any political subdivision thereofgross receipts. If for any reason the indemnification provided above in this Section 9.1 is unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold such Purchase and Sale Indemnified Party harmless, then each of the Originators, severally and for itself alone, and Sequa, jointly and severally with each Originator, 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 to the maximum extent permitted under applicable law.

Indemnities by the Originators. Without limiting any other rights which the Company Buyer may have hereunder or under applicable law, each Originatorof the Originators, severally on a joint and for itself aloneseveral basis, hereby agrees to indemnify the Company Buyer and its assigns, and each of its assignstheir respective directors, officers, directorsemployees, employees agents and agents attorneys (each all of the foregoing Persons being individually called a collectively referred to as "Purchase and Sale Indemnified PartyParties"), forthwith on demand, ) from and against any and all damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively called referred to as "Purchase and Sale Indemnified Amounts") awarded against or incurred by any of them arising out of or as a result of the followingresulting from: (ai) the transfer by such Originator sale of an interest in any Receivable or Related Right to any Person other than under this Agreement which is not at the Companydate of Purchase an Eligible Receivable; (bii) the breach of reliance on any representation or warranty made or deemed made by such any Originator, the Servicer (if OutSource International, an Originator under this Agreement or one of its Affiliates) or any other Transaction Documentof their respective officers under or in connection with this Agreement, or any information or report delivered by such Originator pursuant hereto or thereto which shall have been false or incorrect in any material respect when made or deemed mademade or delivered; (ciii) the failure by such any Originator or the Servicer (if OutSource International, an Originator or one of its Affiliates) to comply with any term, provision or covenant contained in this Agreement or any of the other Originator Documents, or with any applicable law, rule or regulation with respect to any Receivable Receivable, the related Contract or the related ContractRelated Security, or the nonconformity of any Receivable or Receivable, the related Contract or the Related Security with any such applicable law, rule or regulation; (dA) the failure to vest and maintain vested in the Company an Buyer or to transfer to the Buyer, legal and equitable title to and ownership of, the Receivables and the other Transferred Assets which are, or are purported to be, sold by the Originators hereunder; or (B) the failure to grant to the Buyer a valid and perfected ownership interest under Article 9 of the UCC in and to the Receivables generated by such Originator which are, or are purported to be, Transferred Assets, together with all Collections and the Related Rights Security; in each case free and clear of any Adverse ClaimClaim whether existing at the time of the Purchase of any such Receivable or at any time thereafter (other than Adverse Claims created in favor of the Buyer hereunder or by the Buyer under the OutSource Funding Credit Agreement); (ev) the failure of such by any Originator to file with respect make any payment required on its part to itselfbe made hereunder; (vi) the failure to file, or any delay by such Originator in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables and other Transferred Assets which are, or are purported Receivables generated to be, sold by such Originator or any Related Rightsthe Originators hereunder, whether at the time of any purchase or contribution Purchase or at any subsequent time; (fvii) any dispute, claim, offset or defense (other than the discharge in bankruptcybankruptcy of the Obligor) of the Obligor to the payment of any Receivable which is, or is purported Receivable generated to be sold by such an Originator hereunder (including, without limitation, a defense based on such 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 goods sale of the merchandise or services related to any such Receivable or the furnishing of or failure to furnish such goods merchandise or services; (g) any litigation, proceeding or investigation against such Originator; (h) any tax or governmental fee or charge (other than any tax excluded pursuant to the proviso below), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase, contribution or ownership of the Receivables or any Related Right connected with any such Receivables; (iviii) any failure of such any Originator or the Servicer (if OutSource International, an Originator or one of its Affiliates) to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document; andfailure by any Originator or any Affiliate thereof to perform its respective duties under the Contracts; (jix) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with goods and/or merchandise which are the subject of any Receivable or Contract; (x) the failure to pay when due any taxes, including without limitation, sales, excise or personal property taxes payable in connection with the Transferred Assets; (xi) the commingling of Collections on Receivables of such Originator, Transferred Assets at any time with other funds; excluding; (xii) any investigation, howeverlitigation or proceeding related to this Agreement or the use of proceeds of Purchases or the ownership by the Buyer of Transferred Assets except any such investigation, (i) Purchase and Sale Indemnified Amounts to litigation or proceeding arising from the extent resulting from gross negligence or willful misconduct on of the part of such Purchase and Sale Indemnified Party, Buyer; (iixiii) any attempt by any Person to void or otherwise avoid any transfer of a Transferred Asset from the Originators to the Buyer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; or (xiv) the failure of any Originator or any of their respective agents or representatives (including, without limitation, agents, representatives and employees of the Originators acting pursuant to authority granted under Section 6.01) to remit to the Servicer, Collections of Transferred Assets remitted to such Originator or any such agent or representative. Any amounts subject to the indemnification which has provisions of this Section 8.01 shall be paid by the effect applicable Originator to the Buyer within five (5) Business Days following the Buyer's written demand therefor. Notwithstanding any other provision of this Agreement to the contrary, the Originators shall not indemnify the Indemnified Parties for or with respect to any Indemnified Amounts that would constitute recourse for non-payment of the Receivables uncollectible Transferred Assets due to credit reasons to any indemnitor (except as otherwise specifically provided under this Section 9.1) and (iii) any overall net income taxes or franchise taxes imposed on such Purchase and Sale Indemnified Party by the jurisdiction under the laws of which such Purchase and Sale Indemnified Party is organized or any political subdivision thereof. If for any reason the indemnification provided above in this Section 9.1 is unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold such Purchase and Sale Indemnified Party harmless, then each of the Originators, severally and for itself alone, 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 to the maximum extent permitted under applicable lawreasons.