Common use of Indemnities by the Originators Clause in Contracts

Indemnities by the Originators. (a) Each Originator hereby agrees to indemnify and hold harmless the Buyer and its assigns (including any Secured Party under the Receivables Purchase Agreement), and their respective officers, directors, agents and employees (each, an “Originator Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of (i) such Originator’s failure to duly and punctually perform its obligations pursuant to this Agreement or any other Transaction Document to which it is a party, (ii) the breach by such Originator of any of its representations, warranties or covenants hereunder, (iii) any violation of Applicable Law by such Originator or (iv) any Adverse Claim asserted by any creditor of such Originator against any of the Receivables or Related Rights (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”); excluding, however, (A) Originator Indemnified Amounts to the extent arising out of or resulting from the gross negligence or willful misconduct of such Originator Indemnified Party or any of its Related Indemnified Parties or the breach by such Originator Indemnified Party or any of its Related Indemnified Parties of its obligations under any Transaction Document to which it is a party, in each case, as determined in a final non-appealable judgment by a court of competent jurisdiction and (B) any Credit Risk Losses or losses arising under arrangements (synthetically or otherwise) to the extent such arrangements have the effect of replicating, in whole or in part, exposure to Credit Risk Losses.

Indemnities by the Originators. Without limiting any other rights that the Buyer may have hereunder or under Applicable Law, the Company (awhether as Originator or Servicer) Each jointly and severally, and each other Originator severally, hereby agrees to indemnify and hold harmless the Buyer and its assigns Buyer, the Borrower (including any as assignee of the Buyer), the Administrative Agent (as assignee of the Borrower for the benefit of the Secured Party Parties under the Receivables Purchase ABL Credit Agreement), each Lender and their respective officers, directors, agents Related Parties (each of the foregoing Persons being individually called a “Purchase and employees (each, an “Originator Contribution Indemnified Party”), ) from and against any loss, liability, expense, damage or injury suffered or sustained by reason of (i) any failure of such Originator’s failure Originator to duly and punctually perform comply with any of its covenants, obligations pursuant to or agreements contained in this Agreement or any other Transaction Loan Document to which it is a party or such Originator’s gross negligence (ii) the breach of any representation or warranty made or deemed made by such Originator under or in connection with this Agreement or any of the other Loan Documents to which it is a party or (iii) willful misconduct in the performance of its duties or obligations under this Agreement or any other Loan Document to which it is a party, (ii) including any judgment, award, settlement, attorney costs and other costs or expenses incurred in connection with the breach by such Originator defense of any of its representationsactual or threatened action, warranties proceeding or covenants hereunder, (iii) any violation of Applicable Law by such Originator or (iv) any Adverse Claim asserted by any creditor of such Originator against any of the Receivables or Related Rights claim (all of the foregoing being collectively referred to as as, “Originator Purchase and Contribution Indemnified Amounts”); excluding. Without limiting or being limited by the foregoing, howeverthe Company jointly and severally and each other Originator, (A) Originator severally, shall pay on demand to each Purchase and Contribution Indemnified Party any and all documented amounts necessary to indemnify such Purchase and Contribution Indemnified Party from and against any and all Purchase and Contribution Indemnified Amounts relating to the extent arising out of or resulting from the gross negligence or willful misconduct of such Originator Indemnified Party or any of its Related Indemnified Parties or the breach by such Originator Indemnified Party or any of its Related Indemnified Parties of its obligations under any Transaction Document to which it is a party, in each case, as determined in a final non-appealable judgment by a court of competent jurisdiction and (B) any Credit Risk Losses or losses arising under arrangements (synthetically or otherwise) to the extent such arrangements have the effect of replicating, in whole or in part, exposure to Credit Risk Losses.following:

Indemnities by the Originators. (a) Each Originator hereby agrees to indemnify and hold harmless the Buyer and its assigns (including any Secured Party under the Receivables Purchase Agreement), and their respective officers, directors, agents and employees (each, an “Originator Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of (i) such Originator’s failure to duly and punctually perform its obligations pursuant to this Agreement or any other Transaction Document to which it is a party, (ii) the breach by such Originator of any of its representations, warranties or covenants hereunder, (iii) any violation of Applicable Law by such Originator or Originator, (iv) any Adverse Claim asserted by any creditor of such Originator against any of the Receivables or Related Rights Rights, (v) any obligations of the Buyer under Section 4.03 of the Receivables Purchase Agreement, or (vi) any breach of the representation of Section 6.01(i) of the Receivables Purchase Agreement or the covenant of Section 7.01(cc) of the Receivables Purchase Agreement (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”); excluding, however, (A) Originator Indemnified Amounts to the extent arising out of or resulting from the gross negligence or willful misconduct of such Originator Indemnified Party or any of its Related Indemnified Parties or the breach by such Originator Indemnified Party or any of its Related Indemnified Parties of its obligations under any Transaction Document to which it is a party, in each case, as determined in a final non-appealable judgment by a court of competent jurisdiction and (B) any Credit Risk Losses or losses arising under arrangements (synthetically or otherwise) to the extent such arrangements have the effect of replicating, in whole or in part, exposure to Credit Risk Losses.

Indemnities by the Originators. (a) Each Originator hereby agrees to indemnify and hold harmless the Buyer and its assigns (including any Secured Party under the Receivables Purchase Financing Agreement), and their respective officers, directors, agents and employees (each, an “Originator Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of (i) such Originator’s failure to duly and punctually perform its obligations pursuant to this Agreement or any other Transaction Document to which it is a party, (ii) the breach by such Originator of any of its representations, warranties or covenants hereunder, (iii) any violation of Applicable Law by such Originator or (iv) any Adverse Claim asserted by any creditor of such Originator against any of the Receivables or Related Rights Collateral (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”); excluding, however, (A) Originator Indemnified Amounts to the extent arising out of or resulting from the gross negligence or willful misconduct of such Originator Indemnified Party or any of its Related Indemnified Parties or the breach by such Originator Indemnified Party or any of its Related Indemnified Parties of its obligations under any Transaction Document to which it is a party, in each case, as determined in a final non-appealable judgment by a court of competent jurisdiction and (B) any Credit Risk Losses or losses arising under arrangements (synthetically or otherwise) to the extent such arrangements have the effect of replicating, in whole or in part, exposure to Credit Risk Losses.