Common use of Indemnities by the Seller Parties Clause in Contracts

Indemnities by the Seller Parties. Without limiting any other rights that the Administrative Agent, the Agents or any Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent, each Agent, each Funding Source and each Purchaser and their respective assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Administrative Agent, such Agent, such Funding Source or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, and (B) Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of Servicer’s activities as Servicer hereunder excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

Appears in 1 contract

Samples: Receivables Purchase Agreement (Energizer Holdings Inc)

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Indemnities by the Seller Parties. Without limiting any other rights that the Administrative Agent, the Agents Agent or any Purchaser Blue Ridge may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent, each AgentBlue Ridge, each Funding Source of the Liquidity Banks and each Purchaser and their of the respective assigns, officers, directors, agents and employees of the foregoing (each each, an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of the Administrative Agent, such Agent, such Funding Source Agent or such Purchaseranother Indemnified Party) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser Blue Ridge or any of its Liquidity Banks of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s 's activities as Servicer hereunder excludingEXCLUDING, howeverHOWEVER, in all of the foregoing instances under the preceding clauses (A) and (B):

Appears in 1 contract

Samples: Receivables Purchase Agreement (Tower Automotive Inc)

Indemnities by the Seller Parties. Without limiting any other rights that the Administrative Agent, the Agents Agent or any Purchaser Blue Ridge may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent, each AgentBlue Ridge, each Funding Source of the Liquidity Banks and each Purchaser and their of the respective assigns, officers, directors, agents and employees of the foregoing (each each, an " Indemnified Party”Party ") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of the Administrative Agent, such Agent, such Funding Source Agent or such Purchaseranother Indemnified Party) and disbursements (all of the foregoing being collectively referred to as " Indemnified Amounts”Amounts ") awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser Blue Ridge or any of its Liquidity Banks of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s 's activities as Servicer hereunder excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

Appears in 1 contract

Samples: Receivables Purchase Agreement (Adc Telecommunications Inc)

Indemnities by the Seller Parties. Without limiting any other rights that the Administrative Agent, the Agents Agent or any Purchaser Blue Ridge may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent, each AgentBlue Ridge, each Funding Source of the Liquidity Banks and each Purchaser and their of the respective assigns, officers, directors, agents and employees of the foregoing (each each, an "Indemnified Party") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of the Administrative Agent, such Agent, such Funding Source Agent or such Purchaseranother Indemnified Party) and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser Blue Ridge or any of its Liquidity Banks of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s 's activities as Servicer hereunder excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

Appears in 1 contract

Samples: Receivables Purchase Agreement (Edwards Lifesciences Corp)

Indemnities by the Seller Parties. Without limiting any other rights that the Administrative Agent, the Agents Agent or any Purchaser Blue Ridge may have hereunder or under applicable law, (Aa) the Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent, each AgentBlue Ridge, each Funding Source of the Liquidity Banks and each Purchaser and their of the respective assigns, officers, directors, agents and employees of the foregoing (each each, an "Indemnified Party") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of the Administrative Agent, such Agent, such Funding Source or such Purchaser) and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser Blue Ridge or any of its Liquidity Banks of an interest in the Receivables, and (Bb) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s 's activities as Servicer hereunder excluding, however, in all of the foregoing instances under the preceding clauses (Aa) and (Bb):

Appears in 1 contract

Samples: Receivables Purchase Agreement (Arch Chemicals Inc)

Indemnities by the Seller Parties. Without limiting any other rights that the Administrative Agent, the Agents Agent or any Purchaser Blue Ridge may have hereunder or under applicable law, (Aa) Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent, each AgentBlue Ridge, each Funding Source of the Liquidity Banks and each Purchaser and their of the respective assigns, officers, directors, agents and employees of the foregoing (each each, an "Indemnified Party") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of the Administrative Agent, such Agent, such Funding Source Agent or such Purchaseranother Indemnified Party) and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser Blue Ridge or any of its Liquidity Banks of an interest in the Receivables, and (Bb) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s 's activities as Servicer hereunder excluding, however, in all of the foregoing instances under the preceding clauses (Aa) and (Bb):

Appears in 1 contract

Samples: Receivables Purchase Agreement (Airborne Inc /De/)

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Indemnities by the Seller Parties. Without limiting any other rights that the Administrative Agent, the Agents Agent or any Purchaser Blue Ridge may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent, each AgentBlue Ridge, each Funding Source of the Liquidity Banks and each Purchaser and their of the respective assigns, officers, directors, agents and employees of the foregoing (each each, an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of the Administrative Agent, such Agent, such Funding Source or such Purchaser) actually incurred and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser Blue Ridge or any of its Liquidity Banks of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s 's activities as Servicer hereunder excludingEXCLUDING, howeverHOWEVER, in all of the foregoing instances under the preceding clauses (A) and (B):

Appears in 1 contract

Samples: Receivables Purchase Agreement (Unifi Inc)

Indemnities by the Seller Parties. Without limiting any other rights that the Administrative Agent, the Agents Agent or any Purchaser Blue Ridge may have hereunder or under applicable law, (Aa) the Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent, each AgentBlue Ridge, each Funding Source of the Liquidity Banks and each Purchaser and their of the respective assigns, officers, directors, agents and employees of the foregoing (each each, an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of the Administrative Agent, such Agent, such Funding Source Agent or such Purchaseranother Indemnified Party) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser Blue Ridge or any of its Liquidity Banks of an interest in the Receivables, and (Bb) the Master Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Master Servicer’s 's activities as Master Servicer hereunder excludingEXCLUDING, howeverHOWEVER, in all of the foregoing instances under the preceding clauses CLAUSES (Aa) and (Bb):

Appears in 1 contract

Samples: Receivables Purchase Agreement (Thomas & Betts Corp)

Indemnities by the Seller Parties. Without limiting any other rights that the Administrative Agent, the Agents Administrator or any Purchaser TPF may have hereunder or under applicable law, (Aa) the Seller hereby agrees to indemnify (and pay upon demand to) the Administrative AgentAdministrator, TPF, each Agent, each Funding Source of the Liquidity Banks and each Purchaser and their of the respective assigns, officers, directors, agents and employees of the foregoing (each each, an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Administrative Agent, such Agent, such Funding Source or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser TPF or any of its Liquidity Banks of an interest in the Receivables, and (Bb) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder excluding, however, in all of the foregoing instances under the preceding clauses (Aa) and (Bb):

Appears in 1 contract

Samples: Receivables Purchase Agreement (Arch Chemicals Inc)

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