Common use of Indemnities by the Seller Clause in Contracts

Indemnities by the Seller. Without limiting any other rights which the Indemnified Party may have hereunder or under applicable Law, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller Indemnified Party”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”) awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, of the Receivables, any Related Security or any interest therein or any of the other transactions contemplated hereby or thereby, excluding, however, (x) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (y) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (z) Excluded Taxes.

Indemnities by the Seller. Without limiting any other ------------------------- rights which the Indemnified Party Agent or any Purchaser may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV Agent and its each Purchaser and their respective officers, directors, employeesagents and employees (each, counsel, other agents, successors and assigns (collectively, “Seller Indemnified Party”an "INDEMNIFIED PARTY") from and against any and all damages, losses, claims, taxes, liabilities, costs costs, expenses and expensesfor all other amounts payable, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicablesuch Purchaser) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or actually incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise of them arising out of or as a result of this Agreement, Agreement or the other Transaction Documents, the ownership or maintenanceacquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, any Related Security or any interest therein or any of the other transactions contemplated hereby or thereby, excluding, however, : (xi) Seller Indemnified Amounts to the extent resulting final judgment of a court of competent jurisdiction holds that (A) such Indemnified Amounts resulted primarily from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification, or (B) such Seller Indemnified PartyAmounts resulted primarily from, as finally determined by a court arose primarily out of, or would not have occurred but for: (x) any representation or warranty of competent jurisdictionsuch Indemnified Party being materially incorrect, (y) recourse (except as otherwise specifically provided the failure by such Indemnified Party to perform or observe any covenant in this Agreement) for uncollectible Receivables Agreement required to be performed or observed by it, and (z) Excluded Taxes.any breach by the Agent or any Investor of its duties and obligations hereunder;

Indemnities by the Seller. Without limiting any other rights which the any Indemnified Party may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify each Indemnified Party (without duplication in the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller Indemnified Party”case of the participation by any Participant) from and against any and all damages, losses, claims, liabilities, liabilities and related costs and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise of them arising out of or as a result of this Agreement, Agreement or the other Transaction Documents, use of proceeds of Purchases or the ownership of Eligible Assets or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excludingEXCLUDING, howeverHOWEVER, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, Party or (yb) Indemnified Amounts resulting from recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables Receivables. Without limiting or (z) Excluded Taxes.being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party for Indemnified Amounts relating to or resulting from:

Indemnities by the Seller. Without limiting any other rights which that the Administrative Agent or the Purchasers or any Affiliate thereof and their respective officers, directors, employees and agents (each, an "Indemnified Party Party") may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “Seller each Indemnified Party”) Party from and against any and all damages, losses, claims, liabilities, costs losses and liabilities (including reasonable attorneys fees and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result resulting from this Agreement or the use of this Agreement, the other Transaction Documents, proceeds of purchases or reinvestments or the ownership of Receivable Interests or maintenance, either directly or indirectly, in respect of the Receivables, any Related Security Receivable or any interest therein or any of the other transactions contemplated hereby or therebyContract, excluding, however, (xa) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (yb) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables (except to the extent the Buyer has recourse against the Seller with respect to such Receivable on grounds other than the noncollectability of the Receivable) or (zc) Excluded Taxes.except as set forth below, any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limitation of the generality of the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

Indemnities by the Seller. Without limiting any other rights which the Indemnified Deal Agent, the Liquidity Agent, any Secured Party or its assignee, or any of their respective Affiliates may have hereunder or under applicable Lawlaw, the Seller hereby agrees to indemnify the SPV Deal Agent, the Liquidity Agent, any Secured Party or its assignee and its each of their respective Affiliates and officers, directors, employees, counsel, other agents, successors employees and assigns agents thereof (collectively, “Seller the "Indemnified Party”Parties") from and against any and all damages, losses, claims, liabilities, liabilities and related costs and expenses, including reasonable attorneys’ ' fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Seller "Indemnified Amounts”") awarded against or incurred by it in by, any action or proceeding between the Seller and the Seller such Indemnified Party or between the Seller other non-monetary damages of any such Indemnified Party and any third party or otherwise of them arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, of the Receivables, any Related Security or any interest therein or any of the other transactions contemplated hereby or thereby, excluding, however, (x) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller any Indemnified Party. Without limiting the foregoing, as finally determined by a court of competent jurisdiction, (y) recourse (except as otherwise specifically provided in this Agreement) the Seller shall indemnify the Indemnified Parties for uncollectible Receivables Indemnified Amounts relating to or (z) Excluded Taxes.resulting from: