Indemnities by the Sellers. (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Sellers hereby jointly and severally agree to indemnify the Administrative Agent, the Purchaser Agents, the Backup Servicer, the Collateral Custodian, the Secured Parties, the Affected Parties and each of their respective assigns and officers, directors, employees and agents thereof (collectively, the “Indemnified Parties”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys’ fees and disbursements (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party and other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (b) Indemnified Amounts that have the effect of recourse for non-payment of the Loans included in the Collateral due to credit problems of the Obligors (except as otherwise specifically provided in this Agreement). If one or both of the Sellers have made any indemnity payment pursuant to this Section 11.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts then, the recipient shall repay to such Seller(s), ratably in accordance with the indemnity payment(s) actually made by such Seller(s), an amount equal to the amount it has collected from others in respect of such indemnified amounts. Without limiting the foregoing, the Sellers jointly and severally shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:
(i) any representation or warranty made or deemed made by either Seller, the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) or any of their respective officers under or in connection with this Agreement or any other Transaction Document, which shall have been false or incorrect in any material respect when made or deemed made or delivered;
(ii) the failure by either Seller or the Servicer (if the applicable Originator or one of its Affiliates is the Servicer) to comply with any term, provision o...
Indemnities by the Sellers. Without limiting any other rights which the Purchaser may have hereunder or under applicable law, each Seller hereby agrees to indemnify the Purchaser and its assigns and transferees (each, an “Indemnified Party”) from and against any and all damages, claims, losses, liabilities and related costs and expenses, including reasonable attorneys’ attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or incurred by any Indemnified Party arising out of or as a result of this Agreement or the purchase or contribution of any Transferred Receivables originated by such Seller or in respect of any Transferred Receivable or any Contract originated by such Seller, including, without limitation, arising out of or as a result of:
Indemnities by the Sellers. Each Seller shall pay and indemnify the Indemnified Parties in accordance with Exhibit VII hereto.
Indemnities by the Sellers. Without limiting any other -------------------------- rights which the Purchaser may have hereunder or under applicable law, the Sellers, jointly and severally, hereby agree to indemnify the Purchaser and its assigns and transferees (each, an "Indemnified Party") from and against any and ----------------- all damages, claims, losses, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts"), awarded against or ------------------- incurred by any Indemnified Party arising out of or as a result of:
Indemnities by the Sellers. Without limiting any other rights that the Purchaser may have under this Agreement or under applicable law, each Seller hereby agrees to indemnify the Purchaser, and any permitted assigns and its officers, directors, agents and employees (collectively, the "Purchaser Indemnified Parties") from and against any and all Indemnified Amounts awarded against or incurred by the Purchaser Indemnified Parties in any action or proceeding between such Seller and any of the Purchaser Indemnified Parties or between any of the Purchaser Indemnified Parties and any other Person or otherwise, arising out of or as a result of any breach by such Seller of any of its representations, warranties and covenants in this Agreement.
Indemnities by the Sellers. 26 ARTICLE VII MISCELLANEOUS
Indemnities by the Sellers. 37 SECTION 7.02. INDEMNITIES BY THE COMPANY.................................. 39
Indemnities by the Sellers. WESCO AND THE OTHER SELLERS (OTHER THAN THOSE SELLERS FROM WHICH THE COMPANY HAS NO RECEIVABLES OUTSTANDING AT SUCH TIME) AGREE (I) TO PAY OR REIMBURSE THE COMPANY FOR ALL ITS COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT OR PRESERVATION OF ANY RIGHTS AGAINST ANY SELLER UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL TO THE COMPANY, (II) TO PAY, INDEMNIFY AND HOLD THE COMPANY HARMLESS FROM, ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY CAUSED BY THE SELLER IN PAYING, STAMP, EXCISE AND OTHER SIMILAR TAXES, IF ANY, WHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT AND ANY SUCH OTHER DOCUMENTS, AND (III) WITHOUT LIMITING ANY OTHER RIGHTS THAT THE COMPANY MAY HAVE HEREUNDER OR UNDER APPLICABLE LAW, TO INDEMNIFY THE COMPANY FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES AND LIABILITIES (INCLUDING REASONABLE ATTORNEYS' FEES) (ALL THE FOREGOING BEING COLLECTIVELY REFERRED TO AS "INDEMNIFIED AMOUNTS") ARISING OUT OF OR RESULTING FROM ANY OF THE FOLLOWING, EXCLUDING, HOWEVER, INDEMNIFIED AMOUNTS (A) TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPANY,
Indemnities by the Sellers. The Indemnities by the Sellers shall be governed by Annex 10.
Indemnities by the Sellers. Without prejudice to any rights of the Purchaser arising from any other provision of this Agreement, but subject to the provisions of clauses 28.3, 29 and 30, and to the extent that such liability is not fully provided for or reflected as a liability in the Adumo Warranted Accounts, the Sellers hereby agree, in the Sellers' Proportions, to indemnify and hold the Purchaser and Adumo, respectively, harmless from, all claims, liability, damage, loss, penalty, expense and cost (including legal costs on an attorney and own client scale) of any nature whatsoever which the Purchaser and/or Adumo may suffer (whether directly or indirectly) resulting from, arising out of, or relating to: (i) a failure of any of the Sellers' Warranties contained in this Agreement to be true and correct; and (ii) any liability for tax of an Adumo Group Company not fully provided for in the Adumo Warranted Accounts for all periods prior to the Signature Date, save to the extent Fairly Disclosed to the Purchaser's Deal Team Members prior to the Signature Date and save for liabilities for tax incurred in the ordinary, normal and regular course of business.
