Liability of Transferor; Indemnities. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement.
(i) The Transferor shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Back-up Servicer (including in its capacity as successor Servicer), and their respective officers, directors, employees and agents, the Trust, the Noteholders, the Residual Interest Holders and the Certificateholders from and against any taxes that may at any time be asserted against such parties with respect to, and as of the date of, the sale of the Receivables to the Trust or the issuance and original sale of the Certificates, the Residual Interest and the Notes (except any income taxes arising out of fees paid to the Owner Trustee, the Indenture Trustee and the Back-up Servicer and except any taxes to which the Owner Trustee, the Indenture Trustee or the Back-up Servicer may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes (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 distributions on the Notes or the Residual Interest or the Certificates other than any Residual Interest or Certificates held by the Transferor) and reasonable costs and expenses in defending against the same.
(ii) The Transferor shall indemnify, defend, and hold harmless the Owner Trustee, the Indenture Trustee, the Servicer, the Back-up Servicer, and their officers, directors, employees and agents and the Trust from and against any loss, liability, or expense incurred by reason of (a) the Transferor's willful misconduct, bad faith, or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (b) the Transferor's violation of federal or State securities laws in connection with the registration of the sale of the Residual Interest.
(iii) The Transferor shall indemnify, defend, and hold harmless the Back-up Servicer (including in its capacity as successor Servicer), the Indenture Trustee and their respective officers, directors, employees and agents, from and against any loss, liability, or expense incurred as a result of third party claims arising out of the events ...
Liability of Transferor; Indemnities. 38 SECTION 11.03 Merger or Consolidation of, or Assumption of the Obligations of Transferor........................................................ 38 SECTION 11.04 Limitation on Liability of Transferor and Others.................. 39 TRUST AND SERVICING AGREEMENT
Liability of Transferor; Indemnities. (a) The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement.
(b) The Transferor shall indemnify the Seller, the Issuer, the Indenture Trustee, for itself and on behalf of the Environmental Control Bondholders, and each of their respective members, managers, officers, directors and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than any taxes imposed on Environmental Control Bondholders, solely as a result of their ownership of Environmental Control Bonds ) that may at any time be imposed on or asserted against any such Person as a result of the acquisition or holding of the Environmental Control Property by the Seller or the Transferred Environmental Control Property by the Issuer or the issuance and sale by the Issuer of the Environmental Control Bonds, or any other transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes.
(c) The Transferor shall indemnify the Seller, the Issuer, the Indenture Trustee, on behalf of the Environmental Control Bondholders, and each of their respective members, managers, officers, directors, and agents for, and defend and hold harmless each such Person from and against, any and all amounts of principal of and interest on the Environmental Control Bonds not paid when due or when scheduled to be paid in accordance with their terms and the amount of any deposits to the Issuer required to have been made in accordance with the terms of the Basic Documents which are not made when so required, in either case as a result of the Transferor’s breach of any of its representations, warranties or covenants contained in this Agreement.
(d) The Transferor shall indemnify the Seller, the Issuer, the Indenture Trustee, on behalf of the Environmental Control Bondholders, and each of their respective members, managers, officers, directors, and agents, and defend and hold harmless each such Person from and against, any and all Losses that may be imposed on, incurred by or asserted against any such Person as a result of (i) the Transferor’s willful misconduct, bad faith or negligence in the performance of its duties or observance of its covenants under this Agreement, (ii) the Transferor’s reckless disregard of its obligations and duties under this Agreement or (iii) the Transferor’s breach of any of its re...
Liability of Transferor; Indemnities. 38 Section 6.03. Merger or Consolidation of, or Assumption of the Obligations of, Transferor............................................................. 39 Section 6.04. Limitation on Liability of Transferor and Others........................................... 39 Section 6.05. Transferor or Issuer May Own Notes......................................................... 39 Section 6.06. Tax Treatment.............................................................................. 39
Liability of Transferor; Indemnities. The Transferor shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Transferor in such capacity under this Agreement and shall have no other obligations or liabilities hereunder.
Liability of Transferor; Indemnities. (a) The Transferor shall be liable in accordance with this 1997-A Securitization Trust Agreement only to the extent of the obligations in this 1997-A Securitization Trust Agreement specifically undertaken by the Transferor in such capacity under this 1997-A Securitization Trust Agreement and shall have no other obligations or liabilities hereunder.
(b) The Transferor agrees to be, and shall be, liable (as if the 1997-A Securitization Trust were a limited partnership under the California Revised Limited Partnership Act in which the Transferor is the general partner) without limitation for all liabilities (including taxes), contracts, expenses, indemnity payments and other charges of the 1997-A Securitization Trust, other than distributions to Certificateholders.
Liability of Transferor; Indemnities. (a) The Transferor shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Transferor in such capacity under this Agreement and shall have no other obligations or liabilities hereunder.
(b) The Transferor agrees to be, and shall be, liable without limitation for all liabilities (including taxes), contracts, expenses, indemnity payments and other charges of the Trust, other than payments to Noteholders.][NOTE: TO BE DELETED, SUBJECT TO CONFIRMATION BY TAX LAWYERS.]
Liability of Transferor; Indemnities. The Transferor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Transferor under this Agreement.
(a) The Transferor shall indemnify, defend and hold harmless the Issuer, the Trustee and their officers, directors and agents from and against any taxes that may at any time be asserted against the Issuer or the Trustee or their respective officers, directors, and agents with respect to the transfer of the Contracts to the Issuer or the issuance and original sale of the Notes, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes and costs and expenses in defending against the same.
(b) The Transferor shall indemnify, defend and hold harmless the Issuer and the Trustee and their officers, directors, and agents from and against any loss, liability or expense incurred by reason of (i) the Transferor's willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Transferor's or the Issuer's violation or alleged violation of Federal or state securities laws in connection with the offering and sale of the Notes.
Liability of Transferor; Indemnities. (a) The Transferor shall be liable in accordance with this Securitization Trust Agreement only to the extent of the obligations in this Securitization Trust Agreement specifically undertaken by the Transferor in such capacity under this Securitization Trust Agreement and shall have no other obligations or liabilities hereunder.
(b) The Transferor agrees to be, and shall be, liable (as if the 1997-A Securitization Trust were a limited partnership under the [California Limited Partnership Act] in which the Transferor is the general partner) without limitation for all liabilities (including taxes), contracts, expenses, indemnity payments and other charges of the 1997-A Securitization Trust, other than distributions to Certificateholders.
Liability of Transferor; Indemnities. The Transferor shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Transferor in such capacity under this Agreement and shall have no other obligations or liabilities hereunder. The Transferor agrees, on demand, to indemnify and defend the Owner Trustee and its directors, officers, employees, agents, successors and assigns against, and hold each of them harmless from, any liability, costs and expenses (including reasonable attorneys' fees) that may arise out of or in connection with the Owner Trustee acting as Owner Trustee under this Trust Agreement, except for any liability arising out of the negligence, bad faith or willful misconduct on the part of any such person or persons; provided, however, that in the event any person alleges such negligence, bad faith or willful misconduct, the indemnification provided for herein shall nonetheless be paid on demand, subject to later adjustment or reimbursement when and if a court of competent jurisdiction enters a final judgment as to the extent of such negligence, bad faith or willful misconduct.
