Common use of Indemnity by Servicer Clause in Contracts

Indemnity by Servicer. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, Servicer agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred by any of them and arising out of, relating to or resulting from: (i) any failure by Servicer to perform its duties or obligations as Servicer hereunder or under any other Transaction Document in accordance with this Agreement and the other Transaction Documents or to comply with any Applicable Law, (ii) any breach of any of Servicer’s representations, warranties or covenants under any Transaction Document, (iii) any claim brought by any Person other than an Indemnified Party arising from Servicer’s servicing or collection activities with respect to the Pool Assets or (iv) any commingling of any funds by it (in any capacity) relating to the Asset Portfolio with any of its funds or the funds of any other Person; provided, however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or liabilities to the extent resulting from (x) the gross negligence or willful misconduct of an Indemnified Party as determined in a final

Indemnity by Servicer. Without limiting any other rights which any such Person may have hereunder or under Applicable applicable Law, Servicer agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred by any of them and arising out of, relating to or resulting fromin connection with: (i) any failure by Servicer to perform its duties or obligations as Servicer hereunder or under any other Transaction Document in accordance with this Agreement and the other Transaction Documents or to comply with any Applicable Law, (ii) any breach of any of Servicer’s representations, warranties or covenants under any Transaction Document, (iii) any claim brought by any Person other than an Indemnified Party arising from Servicer’s servicing or collection activities with respect to the Pool Assets or (iv) any commingling of any funds by it (in any capacity) relating to the Asset Portfolio with of any of its funds obligations or duties under this Agreement or any other Transaction Document; (ii) the untruth or inaccuracy of any representation or warranty made by it (in any capacity) hereunder, under any other Transaction Document or in any certificate or statement delivered pursuant hereto or to any other Transaction Document, including any Information Package, when such representation or warranty was made or deemed made; (iii) the failure of any information contained in an Information Package to be true and correct, or the funds failure of any other Personwritten information provided to any such Indemnified Party by, or on behalf of, Servicer (in any capacity) to be true and correct when such information was provided; provided, however, that in all events there shall be excluded from the foregoing indemnification (iv) any damages, claims, losses, costs, expenses or liabilities to the extent resulting from (x) the gross negligence or willful misconduct of an Indemnified Party as determined on its (in a finalany capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any Receivable or any Related Asset; (v) the failure by Servicer (in any capacity) to comply with any applicable Law, rule or regulation with respect to any Receivable or the related Contract or its servicing thereof; 86 Mylan A&R Receivables Purchase Agreement

Indemnity by Servicer. Without limiting any other rights which any such Person may have hereunder or under Applicable Lawapplicable law, Servicer agrees to indemnify and hold harmless each Indemnified Party from for any and all Indemnified Amounts incurred by any of them and arising out of, of or relating to or resulting fromto: (i) any failure breach by Servicer to perform of any of its obligations or duties or obligations as Servicer hereunder or under any other the Transaction Document in accordance with this Agreement and the other Transaction Documents or to comply with any Applicable LawDocuments, (ii) any breach the inaccuracy of any of Servicer’s representations, warranties representation made by Servicer hereunder or covenants under in any certificate or written statement delivered pursuant hereto or any other Transaction Document, (iii) any claim brought by any Person other than an Indemnified Party arising from Servicer’s servicing or collection activities with respect to the Pool Assets or (iv) any commingling of any funds by it (in Servicer or any capacity) of its Affiliates relating to the Asset Portfolio Receivables with any of its funds or the funds of any other Person; provided, however(iv) any action or omission by Servicer which reduces or impairs the rights of the Agent or the Purchasers with respect to any Receivable or the value of any such Receivable, (v) any investigation, litigation or proceeding relating to Servicer in which any Indemnified Party becomes involved specifically as a result of its servicing activities hereunder, (vi) any Amortization Event described in Section 9.1(d) with respect to the Servicer, and (vii) Servicer's inclusion of any Receivable in the calculation of the Net Receivables Balance as an Eligible Receivable to be an Eligible Receivable at the time so included if Seller or an Originator had previously advised Servicer that such Receivable was not an Eligible Receivable. The foregoing indemnity by Servicer shall exclude Indemnified Amounts of the type described in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or liabilities exclusion clause of Section 10.1 to the extent resulting from (x) the gross negligence or willful misconduct of an Indemnified Party as determined in a finalapplicable.

Indemnity by Servicer. Without limiting any other rights which any such Person may have hereunder or under Applicable applicable Law, Servicer agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred by any of them and arising out of, relating to or resulting fromin connection with: (i) any failure breach by Servicer to perform it (in any capacity) of any of its obligations or duties under this Agreement or obligations as Servicer hereunder any other Transaction Document; (ii) the untruth or inaccuracy of any representation or warranty made by it (in any capacity) hereunder, under any other Transaction Document or in accordance with this Agreement and the any certificate or statement delivered pursuant hereto or to any other Transaction Documents Document, including any Information Package, when such representation or warranty was made or deemed made; (iii) the failure of any information contained in an Information Package to be true and correct, or the failure of any other written information provided to any such Indemnified Party by, or on behalf of, Servicer (in any capacity) to be true and correct when such information was provided; (iv) any negligence or willful misconduct on its (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any Receivable or any Related Asset; (v) the failure by Servicer (in any capacity) to comply with any Applicable applicable Law, (ii) any breach of any of Servicer’s representations, warranties rule or covenants under any Transaction Document, (iii) any claim brought by any Person other than an Indemnified Party arising from Servicer’s servicing or collection activities regulation with respect to any Receivable or the Pool Assets related Contract or its servicing thereof; (ivvi) any commingling of any funds by it (in any capacity) relating to the Asset Portfolio Collateral with any of its funds or the funds of any other Person; provided, however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or liabilities to the extent resulting from (x) the gross negligence or willful misconduct of an Indemnified Party as determined in a final.