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:
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. Without limiting any other rights which the Company may have hereunder or under applicable law, each Seller hereby agrees to indemnify the Company and each of its permitted assigns, officers, directors, employees and agents (each of the foregoing Persons being individually called a "Sale Indemnified Party"), on demand, from and against any and all damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively called "Sale Indemnified Amounts") awarded against or incurred by any of them arising out of or as a result of the following:
Indemnities by the Sellers. Without limiting any other rights that any RPA Indemnified Party (as defined below) may have hereunder or under applicable law, each Seller agrees to indemnify Buyer, each of its successors, permitted transferees and assigns, and all officers, directors, shareholders, controlling Persons, employees and agents of any of the foregoing (each of the foregoing Persons being individually called a "RPA Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims (whether on account of settlements or otherwise), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursements) awarded against or incurred by any of them arising out of, in connection with, or as a result of any of the following (all of the foregoing being collectively called "RPA Indemnified Losses"):
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. Each Seller agrees to severally indemnify and hold harmless the Insurer, the Buyer, the Issuer and each Third Party Financier and their respective Affiliates and the respective officers, directors and employees and agents of the same (each of the foregoing parties being an "RPA Indemnified Party"), from and against any and all claims, liabilities, losses, costs, expenses (including reasonable counsel fees and expenses) and damages, which may be incurred by or asserted against any RPA Indemnified Party relating to, arising out of or resulting from:
Indemnities by the Sellers. Each Seller shall pay and indemnify the Indemnified Parties in accordance with Exhibit VII hereto.
Indemnities by the Sellers. 9.1 Without prejudice to clause 11 below, each of the Sellers hereby agrees to jointly and severally indemnify and keep Xxxx fully indemnified from and against all claims, demands, actions, damages, losses (including loss of profit and opportunity), costs, obligations, penalties, liabilities and expenses (the COSTS) brought or made against or suffered or incurred by Xxxx as a result of or in respect of any breach by any of the Sellers of any Warranty, undertaking, agreement, covenant or obligation of the Sellers to be observed or performed hereunder, and/or arising out of or in connection with or in respect of any such breach or the Company' action(s) or omission(s) which may be detrimental to Xxxx or may have a material adverse effect on the Properties, business or prospects of the Company resulting from any such action or omission.
Indemnities by the Sellers. Without limiting any other rights that the Company may have under this Agreement or under applicable law, each Seller hereby agrees 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, resulting from or based on the arrangements created by, this Agreement and the actions of the Servicer in its capacity as the Servicer, or in respect of any Ineligible Receivable, excluding, however, Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of the Company. Without limiting or being limited by the foregoing, each Seller shall pay on demand to the Company any and all amounts necessary to indemnify the Company from and against any and all Indemnified Amounts (without duplication) relating to or resulting from:
Indemnities by the Sellers. Without limiting any other rights that the Purchaser may have hereunder or under applicable law, each Seller hereby agrees to indemnify (and pay upon demand to) the Purchaser and its 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 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 by Purchaser of any Receivables of such Seller including, without limitation, Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to such Seller) relating to or resulting from:
