Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.
Liability of Seller; Indemnities. 61 Section 6.03. Merger or Consolidation of, or Assumption of the Obligations of, Seller; Certain Limitations...................................................... 62 Section 6.04. Limitation on Liability of Seller and Others............................. 63 Section 6.05. Seller Not to Resign..................................................... 64 ARTICLE SEVEN
Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under this Agreement and shall have no other obligations or liabilities hereunder. The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (but not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes, including franchise taxes measured by net income), arising out of the transactions contemplated by this Agreement and the other Basic Documents, and costs and expenses in defending against the same. The Seller shall indemnify, defend, and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder, or by reason of reckless disregard of the obligations and duties hereunder and (ii) the Seller's violation of federal or state securities laws in connection with the registration of the sale of the Notes and the Certificates. Indemnification under this Section 6.2 shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments to the Issuer, the Owner Trustee or the Indenture Trustee, respectively, pursuant to this Section 6.2 and the Issuer, the Owner Trustee or the Indenture Trustee, respectively, thereafter shall collect any of such amounts from others, the Issuer, the Owner Trustee or the Indenture Trustee, respectively, shall repay such amounts to the Seller, without interest.
Liability of Seller; Indemnities. (a) The Seller shall indemnify, defend and hold harmless the Issuer, the Holding Trust, the Owner Trustee, the Indenture Trustee and the Backup Servicer (including the Backup Servicer in its capacity as the successor Servicer if so appointed) and the officers, directors, employees and agents thereof and the Noteholders from and against any losses, liabilities or expenses incurred by reason of the Seller’s violation of federal or state securities laws in connection with the registration and sale of the Notes.
Liability of Seller; Indemnities. SECTION 6.4. Merger or Consolidation of, or Assumption of the Obligations of, Seller
Liability of Seller; Indemnities. 68 SECTION 6.3 Merger or Consolidation of, or Assumption of the Obligations of, Seller . . . . . . . . . . . . . . . . . 70 SECTION 6.4 Limitation on Liability of Seller and Others . . . . . . . 70 SECTION 6.5 Seller May Own Notes or Certificates . . . . . . . . . . . 70
Liability of Seller; Indemnities. SECTION 8.4. Merger or Consolidation of, or Assumption of the Obligations of, Seller SECTION 8.5. Limitation on Liability of Seller and Others SECTION 8.6. Seller May Own Certificates or Notes
Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. The Seller shall indemnify, defend and hold harmless the Trust, the Owner Trustee, the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to, as of the date hereof, the sale of the Receivables to the Trust or the issuance and original sale of the Notes and the Certificates, including any sales, gross receipts, 49 (Nissan 2012-B Sale and Servicing Agreement) general corporation, tangible personal property, privilege or license taxes and any and all other taxes levied or assessed upon the Issuer or upon all or any part of the Trust Estate (but, in the case of the Trust, not including any taxes asserted with respect to ownership of the Receivables or federal or other income taxes arising out of the transactions contemplated by this Agreement and the Basic Documents) and costs and expenses in defending against the same. Without limiting the generality of the foregoing, if a tax is levied or assessed upon the Issuer or upon all or any part of the Trust Estate under HB3, which tax becomes due and payable after the Closing Date, the Seller shall pay such tax (or cause such tax to be paid) to the applicable taxing authority on behalf of the Issuer. Notwithstanding anything to the contrary contained herein, nothing in this Agreement should be read to imply that the Issuer is doing business in Texas, has sufficient nexus with Texas in order for HB3 to apply to the Issuer or is otherwise subject to the tax described in HB3. Indemnification under this Section 6.03 shall survive the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payment to any Person entitled thereto pursuant to this Section 6.03 and such Person thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest (except to the extent the recipient collects interest from others). Promptly after receipt by a party indemnified under this Section 6.03 (for purposes of this paragraph, an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party will, if a claim is to be made in respect thereof against the Seller under this Section 6.03, notify the Seller of the commencement thereof. If any s...
Liability of Seller; Indemnities. 9 ARTICLE X MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF SELLER
Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. Notwithstanding anything set forth in this Section 6.3, the Seller shall only be required to indemnify the parties listed below to the extent of any Available Funds remaining following distributions made pursuant to clauses (i) through (ix) of Section 5.6(a) (the "Seller Indemnification Cap"); provided, however, that if the aggregate amount of indemnification for which the Seller would otherwise be required to indemnify the parties listed below pursuant to this Section 6.3 exceeds the Seller Indemnification Cap, the Servicer shall indemnify the parties listed below for the difference. In addition, the indemnification provided herein shall not constitute a claim against the Seller.
