Common use of Indemnities by the Seller Clause in Contracts

Indemnities by the Seller. (a) Without limiting any other rights that the Purchaser, the Master Servicer, or any director, officer, employee or agent of either such party (each an "Indemnified Party") may have under this Agreement or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related costs and expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to this Agreement or the ownership of the Purchased Receivables or in respect of any Receivable or any Contract, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party.

Appears in 3 contracts

Samples: Receivables Sale Agreement (Equalnet Holding Corp), Receivables Sale Agreement (Equalnet Holding Corp), Receivables Sale Agreement (Vsi Enterprises Inc)

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Indemnities by the Seller. (a) Without limiting any other rights that the Purchaser, the Master Servicer, or any director, officer, employee or agent of either such party (each an "Indemnified Party") may have under this Agreement or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related costs and expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to this Agreement or the ownership of the Purchased Receivables or in respect of any Receivable or any Contract, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party.

Appears in 3 contracts

Samples: Factoring and Security Agreement (Cordia Corp), Factoring and Security Agreement (Cordia Corp), Factoring and Security Agreement (Teletouch Communications Inc)

Indemnities by the Seller. (a) Without limiting any other rights that the Purchaser, the Master Servicer, Purchaser or any director, officer, employee or agent of either such party the Purchaser (each an "Indemnified Party") may have under this Agreement or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related costs and expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to this Agreement or the ownership of the Purchased Receivables or in respect of any Receivable or any Contract, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such any Indemnified Party.

Appears in 3 contracts

Samples: Receivables Sale Agreement (Buyers United Inc), Receivables Sale Agreement (Mpower Holding Corp), Receivables Sale Agreement (Star Telecommunications Inc)

Indemnities by the Seller. (a) Without limiting any other rights that the Purchaser, the Master Servicer, or which any director, officer, employee or agent of either such party (each an "Indemnified Party") Affected Party may have under this Agreement hereunder or under applicable lawlaw (including, without limitation, the right to recover damages for breach of contract), the Seller hereby agrees to indemnify any Purchaser, the Program Agent, each Managing Agent, the Servicer (if not an Affiliate of the Seller) and any Liquidity Provider (the "Indemnified Party Parties"), from and against any and all claimsdamages, losses, liabilitiesclaims, obligations, damages, penalties, actions, judgments, suits, liabilities and related costs and expenses of any nature whatsoeverexpenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") which may be imposed on), awarded against or incurred by or asserted against an such Indemnified Party in any way arising out of or to the extent relating to or arising from or as a result of this Agreement or the ownership acquisition by a Purchaser of a Purchased Interest. Without limiting the generality of the Purchased Receivables or in respect of any Receivable or any Contractforegoing indemnification, excluding, however, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts relating to the extent or resulting from gross negligence or willful misconduct on any of the part of such Indemnified Party.following:

Appears in 2 contracts

Samples: Receivables Purchase Agreement (At&t Wireless Services Inc), Receivables Purchase Agreement (At&t Wireless Services Inc)

Indemnities by the Seller. (a) Without limiting any other rights that the Purchaser, the Master Servicer, Purchaser or any director, officer, employee or agent of either such party the Purchaser (each an "Indemnified Party") may have under this Agreement or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related costs and expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to this Agreement or the ownership of the Purchased Receivables or in respect of any Receivable or any Contract, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such any Indemnified PartyParty or recourse with respect to Purchased Receivables.

Appears in 1 contract

Samples: Receivables Sale Agreement (Ari Network Services Inc /Wi)

Indemnities by the Seller. (a) Without limiting any other rights that the Purchaser, the Master Servicer, or any director, officer, employee or agent of either such party (each an "Indemnified Party") Person may have under this Agreement hereunder or under applicable lawApplicable Law, the Seller hereby agrees to indemnify the Buyer, the Agent, the Backup Servicer, the Trustee, any Secured Party or its assignee and each of their respective Affiliates and officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all claimsdamages, losses, liabilitiesclaims, obligations, damages, penalties, actions, judgments, suits, liabilities and related costs and expenses of any nature whatsoeverexpenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") which may be imposed onawarded against or incurred by, incurred by or asserted against an any such Indemnified Party in or other non-monetary damages of any way such Indemnified Party any of them arising out of or relating to as a result of this Agreement or the ownership of the Purchased Receivables or in respect of any Receivable or any ContractAgreement, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such any Indemnified Party.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Patriot Capital Funding, Inc.)

Indemnities by the Seller. (a) Without limiting any other rights that the Purchaser, the Master Servicer, or any director, officer, employee or agent of either such party (each an "Indemnified Party") Person may have under this Agreement hereunder or under applicable lawApplicable Law, the Seller hereby agrees to indemnify the Buyer, the Agent, the Backup Servicer, the Trustee, any Secured Party or its assignee and each of their respective Affiliates and the officers, directors, employees and agents thereof (collectively, the “Indemnified Party Parties”), forthwith on demand, from and against any and all claimsdamages, losses, liabilitiesclaims, obligations, damages, penalties, actions, judgments, suits, liabilities and related costs and expenses of any nature whatsoeverexpenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") which may be imposed onawarded against or incurred by, incurred by or asserted against an any such Indemnified Party in or other non-monetary damages of any way such Indemnified Party any of them arising out of or relating to as a result of this Agreement or the ownership of the Purchased Receivables or in respect of any Receivable or any ContractAgreement, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such any Indemnified Party.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Kohlberg Capital CORP)

Indemnities by the Seller. (a) Without limiting any other rights that the Purchaser, the Master Servicer, or any director, officer, employee or agent of either such party (each an "Indemnified Party") may have under this Agreement or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related costs and expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to Seller's actions with respect to this Agreement or the ownership of the Purchased Receivables or in respect of any Receivable or any Contract, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party.

Appears in 1 contract

Samples: Receivables Sale Agreement (Intellicall Inc)

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Indemnities by the Seller. (a) Without limiting any other ------------------------- rights that the Purchaser, the Master Servicer, Purchaser or any director, officer, employee or agent of either such party the Purchaser (each an "Indemnified Party") may have under this Agreement or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related costs and expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to this Agreement or the ownership of the Purchased Receivables or in respect of any Receivable or any Contract, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such any Indemnified Party.

Appears in 1 contract

Samples: Receivables Sale Agreement (Avery Communications Inc)

Indemnities by the Seller. (a) Without limiting any other rights that the Purchaser, the Master Servicer, or any director, officer, employee or agent of either such party (each an "Indemnified Party") may have under this Agreement or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all third-party claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related costs and expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to this Agreement or the ownership of the Purchased Receivables or in respect of any Receivable or any Contract, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party.

Appears in 1 contract

Samples: Receivables Sales Agreement (Trinsic, Inc.)

Indemnities by the Seller. (a) Without limiting any other rights that the Purchaser, the Master Servicer, or any director, officer, employee or agent of either such party (each an "Indemnified Party") may have under this Agreement or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related costs and expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to this Agreement or the ownership of the Purchased Receivables or in respect of any Receivable or any Contract, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful wilful misconduct on the part of such any Indemnified Party.

Appears in 1 contract

Samples: Receivables Sale Agreement (Yak Communications Usa Inc)

Indemnities by the Seller. (a) Without limiting any other rights that the Purchaser, the Master Servicer, or any director, officer, employee or agent of either such party (each an "Indemnified Party") may have under this Agreement or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from front and against any and all claims, losses, liabilities, obligations, damages, penalties, actions, judgments, suits, and related costs and expenses of any nature whatsoever, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") which may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of or relating to this Agreement or the ownership of the Purchased Receivables or in respect of any Receivable or any Contract, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party.

Appears in 1 contract

Samples: Receivables Sale Agreement (Equalnet Communications Corp)

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