Common use of LIMITED INDEMNITY Clause in Contracts

LIMITED INDEMNITY. (a) Without limiting any other rights that the Purchasers may have hereunder or under applicable law and except as set forth in Section 2.9(b) below, the Seller hereby agrees to indemnify each of the Indemnified Persons on demand from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any information provided to the Purchasers with respect to Scheduled Receivables to be true and correct in all material respects; (ii) the failure of any representation or warranty or statement made or deemed made by the Seller under or in connection with this Agreement to have been true and correct in all material respects when made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with regard to any Purchased Receivable, the related Underlying Contract, or the failure of any Purchased Receivable or the related Underlying Contract to conform to any applicable law, rule or regulation on or prior to the relevant Purchase Date for such Purchased Receivable; (iv) the failure to vest in the Purchasers a valid and enforceable ownership interest, in the Purchased Receivables, free and clear of any Lien or other adverse claim; (v) any dispute, claim, counterclaim or defense of an Eligible Obligor to the payment of any Purchased Receivable (including a defense based on such Purchased Receivable or the related Underlying Contract not being a legal, valid and binding obligation of such Eligible Obligor enforceable against it in accordance with its terms), any Dilution or other adjustment with respect to a Purchased Receivable or any claim resulting from the sale of the goods or services related to such Purchased Receivable or any other transaction with such Eligible Obligor or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Purchased Receivables or any tax deducted from the payment of a Purchased Receivable by the Eligible Obligor thereon; (vi) any failure of the Seller to perform its duties or obligations in accordance with the terms of this Agreement (including, without limitation, failure to make any payment or deposit when due hereunder), or to perform its duties or obligations (if any) under any Underlying Contract; (vii) any breach of warranty, products liability or other claim investigation, litigation or proceeding arising out of or in connection with goods or services which are the subject of any Purchased Receivables; (viii) the commingling of Collections of Purchased Receivables at any time with other funds; (ix) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases or the ownership of the related Purchased Receivable or in respect of any Purchased Receivable; (x) the occurrence of any Termination Event; (xi) in the event any Purchased Receivable is greater than 1.0 times the related Scheduled Receivables; (xii) the failure of any Purchased Receivables to be Eligible Receivables; (xiii) the failure of the Seller to complete the sale and delivery of the goods (or the performance of the services, if any) which are the subject of any Purchased Receivables; (xiv) any action or inaction of the Seller which impairs the interest of the Purchasers in any Purchased Receivables; or (xv) any failure to pay accrued interest hereunder or under the Fee Letter when and as due. All Indemnified Amounts hereunder shall be due and payable on the date that is 10 days from the demand made therefor to the Payment Account. Any Purchased Receivable in respect of which an Indemnified Amount is paid pursuant to Sections 2.9(a)(iv), (xii), (xiii) or (xiv) shall be deemed paid in full upon payment of the applicable Indemnified Amount and upon such payment the Seller shall be deemed to have repurchased any such Purchased Receivable. (b) Notwithstanding Section 2.9(a), the Seller shall not be obligated to indemnify any Indemnified Person at any time for (w) amounts unpaid, paid over or repaid to any Person with respect to any Receivable as a result of the financial inability of the applicable Eligible Obligor, or the uncollectability of the underlying Receivable as a result of the Eligible Obligor's creditworthiness or the applicable Eligible Obligor being a debtor in an Insolvency Proceeding commenced as of or prior to the Scheduled Due Date for such Receivable, it being further understood and agreed that this clause shall not limit the Seller's obligations under this Section arising out of or relating to any other event, occurrence or circumstance which would give rise to an obligation of the Seller pursuant to this Section (to the extent that such event, occurrence circumstance adversely affects repayment of the Purchase Prices, during or in connection with such Insolvency Proceeding), or (x) Indemnified Amounts resulting from the gross negligence or willful misconduct on the part of the Indemnified Party proposed to be indemnified. (c) The Seller shall have the option (but not the obligation) to repurchase from the Purchasers any Purchased Receivable; provided that if such Purchased Receivable is a Defaulted Receivable it is not more than 30 days past due, and provided further that the aggregate amount of such purchases is not greater than 10% of the highest outstanding amount of Purchased Receivables under this Agreement, at a purchase price equal to the Purchaser's Purchase Price plus the accreted portion of the Purchase Reserve to the date of purchase, if such Purchased Receivable is not a Defaulted Receivable, and at a purchase price equal to the Invoice Amount plus the Purchaser's cost of funds plus Applicable Margin for the period from the Scheduled Due Date of such Defaulted Receivable through the date of such purchase. Upon the Seller making any such purchase, the applicable Purchased Receivable shall be deemed to be assigned, transferred, sold and conveyed to the Seller, free and clear of any security interest or adverse claim arising through the Purchaser but otherwise without representation or warranty, and thereafter all collections in respect thereof shall not be Collections.

LIMITED INDEMNITY. (a) Without limiting any other rights that the Purchasers Purchaser may have hereunder or under applicable law and except as set forth in Section 2.9(b) below, the Seller hereby agrees to indemnify each of the Indemnified Persons on demand from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any information provided to the Purchasers Purchaser with respect to Scheduled Receivables to be true and correct in all material respects; (ii) the failure of any representation or warranty or statement made or deemed made by the Seller under or in connection with this Agreement to have been true and correct in all material respects when made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with regard to any Purchased Scheduled Receivable, the related Underlying Contract, or the failure of any Purchased Scheduled Receivable or the related Underlying Contract to conform to any applicable law, rule or regulation on or prior to the relevant Purchase Date for such Purchased Scheduled Receivable; (iv) the failure to vest in the Purchasers Purchaser's a valid and enforceable ownership interest, to the extent of the related Purchased Receivable, in the Purchased Scheduled Receivables, free and clear of any Lien or other adverse claim; (v) any dispute, claim, counterclaim or defense of an Eligible Obligor to the payment of any Purchased Scheduled Receivable (including a defense based on such Purchased Scheduled Receivable or the related Underlying Contract not being a legal, valid and binding obligation of such Eligible Obligor enforceable against it in accordance with its terms), any Dilution or other adjustment with respect to a Purchased Scheduled Receivable or any claim resulting from the sale of the goods or services related to such Purchased Scheduled Receivable or any other transaction with such Eligible Obligor or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Purchased Scheduled Receivables or any tax deducted from the payment of a Purchased Scheduled Receivable by the Eligible Obligor thereon; (vi) any failure of the Seller to perform its duties or obligations in accordance with the terms of this Agreement (including, without limitation, failure to make any payment or deposit when due hereunder), or to perform its duties or obligations (if any) under any Underlying Contract; (vii) any breach of warranty, products liability or other claim investigation, litigation or proceeding arising out of or in connection with goods or services which are the subject of any Purchased Scheduled Receivables; (viii) the commingling of Collections of Purchased Scheduled Receivables at any time with other funds; (ix) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases or the ownership of the related Purchased Receivable or in respect of any Purchased Scheduled Receivable; (x) the occurrence of any Termination Event; (xi) in the event any Purchased Receivable is greater than 1.0 times the related Scheduled Receivables; (xii) the failure of any Purchased Scheduled Receivables to be Eligible Receivables; (xiii) the failure of the Seller to complete the sale and delivery of the goods (or the performance perforniance of the services, if any) which are the subject of any Purchased Scheduled Receivables; (xiv) any action or inaction of the Seller which impairs the interest of the Purchasers Purchaser in any Purchased Scheduled Receivables; or (xv) any failure to pay accrued interest hereunder or under the Fee Letter when and as due. All Indemnified Amounts hereunder shall be due and payable on the date that is 10 days from the demand made therefor to the Payment Account. Any Purchased Scheduled Receivable in respect of which an Indemnified Amount is paid pursuant to Sections 2.9(a)(iv), (xii), (xiii) or (xiv) shall be deemed paid in full upon payment of the applicable Indemnified Amount and upon such payment the Seller shall be deemed to have repurchased any such Purchased Scheduled Receivable. (b) Notwithstanding Section 2.9(a), the Seller shall not be obligated to indemnify any Indemnified Person at any time for (w) amounts unpaid, paid over or repaid to any Person with respect to any Receivable as a result of the financial inability of the applicable Eligible Obligor, or the uncollectability of the underlying Receivable as a result of the Eligible Obligor's creditworthiness or the applicable Eligible Obligor being a debtor in an Insolvency Proceeding commenced as of or prior to the Scheduled Due Date for such Receivable, it being further understood and agreed that this clause shall not limit the Seller's obligations under this Section arising out of or relating to any other event, occurrence or circumstance which would give rise to an obligation of the Seller pursuant to this Section (to the extent that such event, occurrence circumstance adversely affects repayment of the Purchase Prices, during or in connection with such Insolvency Proceeding), or (x) Indemnified Amounts resulting from the gross negligence or willful misconduct on the part of the Indemnified Party proposed to be indemnified. (c) The Seller shall have the option (but not the obligation) to repurchase from the Purchasers Purchaser any Purchased Scheduled Receivable; provided that if such Purchased Scheduled Receivable is a Defaulted Receivable it is not more than 30 days past due, and provided further that the aggregate amount of such purchases is not greater than 10% of the highest outstanding amount of Purchased Scheduled Receivables under this Agreement, at a purchase price equal to the Purchaser's Purchase Price plus the accreted portion of the Purchase Reserve to the date of purchase, if such Purchased Scheduled Receivable is not a Defaulted Receivable, and at a purchase price equal to the Invoice Amount plus the Purchaser's cost of funds plus Applicable Margin for the period from the Scheduled Due Date of such Defaulted Receivable through the date of such purchase. Upon the Seller making any such purchase, the applicable Purchased Scheduled Receivable shall be deemed to be assigned, transferred, sold and conveyed to the Seller, free and clear of any security interest or adverse claim arising through the Purchaser but otherwise without representation or warranty, and thereafter all collections in respect thereof shall not be Collections.

LIMITED INDEMNITY. Sungmi agrees that Centillium has the right to ----------------- defend, or at its option to settle, and Centillium agrees, at its own expense, to defend or at its option to settle, any third party claim, suit or proceeding (acollectively, Action) Without limiting any other rights that the Purchasers may have hereunder or under applicable law and except as set forth in Section 2.9(b) below, the Seller hereby agrees to indemnify each of the Indemnified Persons on demand from and brought against any and all Indemnified Amounts relating to or resulting from Sungmi alleging any of the following: Interface Devices infringe any intellectual property rights of any third party in existence as of the effective date of this Agreement, subject to the limitations hereinafter set forth. Centillium shall have sole control of any such Action or settlement negotiations, and Centillium agrees to pay, subject to the limitations hereinafter set forth, any final judgement entered against Sungmi on such issue in any such Action defended by Centillium. Sungmi agrees that Centillium will be relieved of the foregoing obligations unless Sungmi notifies Centillium in writing of such Action within five (5) days after becoming aware of such action, gives Centillium authority to proceed as contemplated herein, and gives Centillium proper and full information and assistance to settle and/or defend any such Action. If it is adjudicatively determined, or if Centillium believes, that any of the Interface Devices, or any part thereof, infringe any (i) procure for Sungmi the failure of any information provided right under such intellectual property rights to sell or use, as appropriate, the Purchasers with respect to Scheduled Receivables to be true and correct in all material respectsInterface Devices or such part thereof; (ii) replace the failure of any representation Interface Devices, or warranty part thereof, with other noninfringing suitable products or statement made or deemed made by the Seller under or in connection with this Agreement to have been true and correct in all material respects when madeparts; (iii) suitably modify the failure by the Seller to comply with any applicable law, rule Interface Devices or regulation with regard to any Purchased Receivable, the related Underlying Contract, part thereof; or the failure of any Purchased Receivable or the related Underlying Contract to conform to any applicable law, rule or regulation on or prior to the relevant Purchase Date for such Purchased Receivable; (iv) remove the failure to vest in the Purchasers a valid and enforceable ownership interest, in the Purchased Receivables, free and clear of any Lien or other adverse claim; (v) any dispute, claim, counterclaim or defense of an Eligible Obligor to the payment of any Purchased Receivable (including a defense based on such Purchased Receivable or the related Underlying Contract not being a legal, valid and binding obligation of such Eligible Obligor enforceable against it in accordance with its terms), any Dilution or other adjustment with respect to a Purchased Receivable or any claim resulting from the sale of the goods or services related to such Purchased Receivable or any other transaction with such Eligible Obligor or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Purchased Receivables or any tax deducted from the payment of a Purchased Receivable by the Eligible Obligor thereon; (vi) any failure of the Seller to perform its duties or obligations in accordance with the terms of this Agreement (including, without limitation, failure to make any payment or deposit when due hereunder)Interface Devices, or to perform its duties part thereof, terminate distribution or obligations (if any) under any Underlying Contract; (vii) any breach of warranty, products liability or other claim investigation, litigation or proceeding arising out of or in connection with goods or services which are sale thereof and refund the subject of any Purchased Receivables; (viii) the commingling of Collections of Purchased Receivables at any time with other funds; (ix) any investigation, litigation or proceeding related to this Agreement or the payments paid by Sungmi for such Interface Devices less a reasonable amount for use of proceeds of purchases or the ownership of the related Purchased Receivable or in respect of any Purchased Receivable; (x) the occurrence of any Termination Event; (xi) in the event any Purchased Receivable is greater than 1.0 times the related Scheduled Receivables; (xii) the failure of any Purchased Receivables to be Eligible Receivables; (xiii) the failure of the Seller to complete the sale and delivery of the goods (or the performance of the services, if any) which are the subject of any Purchased Receivables; (xiv) any action or inaction of the Seller which impairs the interest of the Purchasers in any Purchased Receivables; or (xv) any failure to pay accrued interest hereunder or under the Fee Letter when and as duedamage. All Indemnified Amounts hereunder shall be due and payable on the date that is 10 days from the demand made therefor to the Payment Account. Any Purchased Receivable in respect of which an Indemnified Amount is paid pursuant to Sections 2.9(a)(iv), (xii), (xiii) or (xiv) shall be deemed paid in full upon payment of the applicable Indemnified Amount and upon such payment the Seller shall be deemed to have repurchased any such Purchased Receivable. (b) Notwithstanding Section 2.9(a), the Seller Centillium shall not be obligated to indemnify liable for any Indemnified Person at any time for (w) amounts unpaid, paid over costs or repaid to any Person with respect to any Receivable as a result of the financial inability of the applicable Eligible Obligorexpenses incurred without its prior written authorization, or the uncollectability of the underlying Receivable as a result of the Eligible Obligor's creditworthiness or the applicable Eligible Obligor being a debtor in an Insolvency Proceeding commenced as of or prior to the Scheduled Due Date for such Receivable, it being further understood and agreed that this clause shall not limit the Seller's obligations under this Section arising out of or relating to any other event, occurrence or circumstance which would give rise to an obligation of the Seller pursuant to this Section (to the extent that such event, occurrence circumstance adversely affects repayment of the Purchase Prices, during or in connection with such Insolvency Proceeding), or (x) Indemnified Amounts resulting from the gross negligence or willful misconduct on the part of the Indemnified Party proposed to be indemnified. (c) The Seller shall have the option (but not the obligation) to repurchase from the Purchasers any Purchased Receivable; provided that if such Purchased Receivable is a Defaulted Receivable it is not more than 30 days past due, and provided further that the aggregate amount of such purchases is not greater than 10% of the highest outstanding amount of Purchased Receivables under this Agreement, at a purchase price equal to the Purchaser's Purchase Price plus the accreted portion of the Purchase Reserve to the date of purchase, if such Purchased Receivable is not a Defaulted Receivable, and at a purchase price equal to the Invoice Amount plus the Purchaser's cost of funds plus Applicable Margin for the period from the Scheduled Due Date of such Defaulted Receivable through the date of such purchase. Upon the Seller making any such purchase, the applicable Purchased Receivable shall be deemed to be assigned, transferred, sold and conveyed to the Seller, free and clear installation costs of any security interest or adverse claim arising through the Purchaser but otherwise without representation or warranty, and thereafter all collections in respect thereof shall not be Collectionsreplaced Interface Devises.

LIMITED INDEMNITY. (a) Without limiting any other rights that All assets purchased by the Purchasers may have hereunder or under applicable law and except as set forth in Section 2.9(b) below, the Seller hereby agrees to indemnify each of the Indemnified Persons on demand from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any information provided Assuming Institution pursuant to the Purchasers with respect Purchase and Assumption Agreement, whether on or after Association Closing, are transferred "as is," "where is," without any warranties, express or implied. Notwithstanding anything to Scheduled Receivables to the contrary contained in this Agreement, no indemnification shall be true and correct in all material respects; (ii) the failure of any representation or warranty or statement made or deemed made by the Seller under or in connection with this Agreement to have been true and correct in all material respects when made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with regard provided hereunder to any Purchased Receivable, the related Underlying Contract, or the failure of any Purchased Receivable or the related Underlying Contract to conform to any applicable law, rule or regulation on or prior to the relevant Purchase Date AI Indemnitee for such Purchased Receivable; (iv) the failure to vest in the Purchasers a valid and enforceable ownership interest, in the Purchased Receivables, free and clear of any Lien or other adverse claim; (v) any dispute, claim, counterclaim or defense of an Eligible Obligor to the payment of any Purchased Receivable (including a defense based on such Purchased Receivable or the related Underlying Contract not being a legal, valid and binding obligation of such Eligible Obligor enforceable against it in accordance with its terms), any Dilution or other adjustment with respect to a Purchased Receivable or any claim resulting from the sale of the goods or services related to such Purchased Receivable or any other transaction with such Eligible Obligor or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Purchased Receivables or any tax deducted from the payment of a Purchased Receivable by the Eligible Obligor thereon; (vi) any failure of the Seller to perform its duties or obligations in accordance with the terms of this Agreement (includingbased upon, without limitation, failure to make any payment or deposit when due hereunder), or to perform its duties or obligations (if any) under any Underlying Contract; (vii) any breach of warranty, products liability or other claim investigation, litigation or proceeding arising out of or in connection with goods or services which are the subject of any Purchased Receivables; (viii) the commingling of Collections of Purchased Receivables at any time with other funds; (ix) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases or the ownership of the related Purchased Receivable or in respect of any Purchased Receivable; (x) the occurrence of any Termination Event; (xi) in the event any Purchased Receivable is greater than 1.0 times the related Scheduled Receivables; (xii) the failure of any Purchased Receivables to be Eligible Receivables; (xiii) the failure of the Seller to complete the sale and delivery of the goods (or the performance of the services, if any) which are the subject of any Purchased Receivables; (xiv) any action or inaction of the Seller which impairs the interest of the Purchasers in any Purchased Receivables; or (xv) any failure to pay accrued interest hereunder or under the Fee Letter when and as due. All Indemnified Amounts hereunder shall be due and payable on the date that is 10 days from the demand made therefor to the Payment Account. Any Purchased Receivable in respect of which an Indemnified Amount is paid pursuant to Sections 2.9(a)(iv), (xii), (xiii) or (xiv) shall be deemed paid in full upon payment of the applicable Indemnified Amount and upon such payment the Seller shall be deemed to have repurchased any such Purchased Receivable. (b) Notwithstanding Section 2.9(a), the Seller shall not be obligated to indemnify any Indemnified Person at any time for (w) amounts unpaid, paid over or repaid to any Person with respect to any Receivable as a result of the financial inability of the applicable Eligible Obligor, or the uncollectability of the underlying Receivable as a result of the Eligible Obligor's creditworthiness or the applicable Eligible Obligor being a debtor in an Insolvency Proceeding commenced as of or prior to the Scheduled Due Date for such Receivable, it being further understood and agreed that this clause shall not limit the Seller's obligations under this Section arising out of or relating to any other eventsuch asset, occurrence including, without limitation, any Third Party Claims, except as expressly set forth in this Section 2.2. (b) Subject to subsections (c), (d) and (e) below, the Corporation shall indemnify and hold harmless each AI Indemnitee against any and all Costs actually and reasonably incurred by any such AI Indemnitee in connection with any Third Party Claim arising out of or circumstance which would give rise relating to an obligation any asset of the Seller Failed Association purchased by the Assuming Institution pursuant to this Section (the Purchase and Assumption Agreement to the extent that such event, occurrence circumstance adversely affects repayment of the Purchase Prices, during claims is based upon any act or in connection with such Insolvency Proceeding), or (x) Indemnified Amounts resulting from the gross negligence or willful misconduct on the part of the Indemnified Party proposed omission prior to be indemnifiedAssociation Closing by any FA Affiliated Person. (c) The Seller In the case of any Third Party Claim or potential Third Party Claim based upon, arising out of or relating to an interest overcharge on any adjustable rate First Mortgage Loan, the indemnification provided under Section 2.2(b) (i) shall have apply to potential Third Party Claims identified by the option Assuming Institution, whether or not an actual Third Party Claim has been made or threatened, (but ii) shall not in any event exceed the obligationpurchase price (as set forth in the Purchase and Assumption Agreement) to repurchase from the Purchasers any Purchased Receivable; provided that if of such Purchased Receivable is a Defaulted Receivable it is not more than 30 days past dueFirst Mortgage Loan, and provided further (iii) shall be limited to indemnification for Costs that are directly attributable to net interest overcharges received by the aggregate amount Failed Association prior to Association Closing. As used herein, "net interest overcharge" means, with respect to any First Mortgage Loan, the difference between total interest overpayments and total interest underpayments received by the Failed Association in respect of such purchases is not greater than 10% of the highest outstanding amount of Purchased Receivables under this Agreement, at a purchase price equal First Mortgage Loan prior to the Purchaser's Purchase Price plus the accreted portion of the Purchase Reserve to the date of purchase, if such Purchased Receivable is not a Defaulted Receivable, and at a purchase price equal to the Invoice Amount plus the Purchaser's cost of funds plus Applicable Margin for the period from the Scheduled Due Date of such Defaulted Receivable through the date of such purchase. Upon the Seller making any such purchase, the applicable Purchased Receivable shall be deemed to be assigned, transferred, sold and conveyed to the Seller, free and clear of any security interest or adverse claim arising through the Purchaser but otherwise without representation or warranty, and thereafter all collections in respect thereof shall not be CollectionsAssociation Closing.

LIMITED INDEMNITY. (a) Without limiting any other rights that the Purchasers may have hereunder or under applicable law and except as set forth in Section 2.9(b) below, the Seller EME hereby agrees to hold PREPA harmless and to ----------------- indemnify each of the Indemnified Persons on demand from and PREPA against any and all Indemnified Amounts relating to actual, direct loss, damage, cost, expense or liability (including reasonable attorneys' fees) resulting solely from any attempt by KENETECH Corporation or any of the following: (i) the failure its affiliates, or any creditor or shareholder of KENETECH Corporation or any information provided of its affiliates, pursuant to the Purchasers with respect to Scheduled Receivables to be true and correct in all material respects; (ii) the failure of any representation or warranty or statement made or deemed made by the Seller under or in connection with this Agreement to have been true invalidate or otherwise unwind the transfer of consideration by Mission to PREPA for the waiver granted by PREPA pursuant to this Agreement, within the applicable state statute of limitations following the date of execution and correct in all material respects when made; (iii) the failure by the Seller to comply with any applicable law, rule or regulation with regard to any Purchased Receivable, the related Underlying Contract, or the failure of any Purchased Receivable or the related Underlying Contract to conform to any applicable law, rule or regulation on or prior to the relevant Purchase Date for such Purchased Receivable; (iv) the failure to vest in the Purchasers a valid and enforceable ownership interest, in the Purchased Receivables, free and clear of any Lien or other adverse claim; (v) any dispute, claim, counterclaim or defense of an Eligible Obligor to the payment of any Purchased Receivable (including a defense based on such Purchased Receivable or the related Underlying Contract not being a legal, valid and binding obligation of such Eligible Obligor enforceable against it in accordance with its terms), any Dilution or other adjustment with respect to a Purchased Receivable or any claim resulting from the sale of the goods or services related to such Purchased Receivable or any other transaction with such Eligible Obligor or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Purchased Receivables or any tax deducted from the payment of a Purchased Receivable by the Eligible Obligor thereon; (vi) any failure of the Seller to perform its duties or obligations in accordance with the terms delivery of this Agreement (including, without limitation, failure to make any payment or deposit when due hereunder"Kenetech Creditor Claim"), or to perform its duties or obligations (if any) under any Underlying Contract; (vii) any breach of warranty, products liability or other claim investigation, litigation or proceeding arising out of or . Notwithstanding anything in connection with goods or services which are the subject of any Purchased Receivables; (viii) the commingling of Collections of Purchased Receivables at any time with other funds; (ix) any investigation, litigation or proceeding related to this Agreement or to the use of proceeds of purchases or contrary, EME's obligation to indemnify PREPA shall in no event exceed the ownership of the related Purchased Receivable or in respect of value paid for this waiver by Mission pursuant to Section 1, and EME's obligations under this paragraph shall expire and terminate without any Purchased Receivable; (x) the occurrence of action by any Termination Event; (xi) person, in the event any Purchased Receivable that no such Kenetech Creditor Claim is greater than 1.0 times the related Scheduled Receivables; (xii) the failure of any Purchased Receivables to be Eligible Receivables; (xiii) the failure of the Seller to complete the sale and delivery of the goods (or the performance of the services, if any) which are the subject of any Purchased Receivables; (xiv) any action or inaction of the Seller which impairs the interest of the Purchasers in any Purchased Receivables; or (xv) any failure to pay accrued interest hereunder or raised. The waiver granted under the Fee Letter when and as due. All Indemnified Amounts hereunder Section 1 shall be due and payable on the date that is 10 days from the demand made therefor to the Payment Account. Any Purchased Receivable in respect of which an Indemnified Amount is paid pursuant to Sections 2.9(a)(iv), (xii), (xiii) or (xiv) shall be deemed paid remain in full upon payment of the applicable Indemnified Amount force and upon such payment the Seller shall be deemed to have repurchased effect during any such Purchased Receivable. (b) Notwithstanding Section 2.9(a), the Seller shall not be obligated to indemnify any Indemnified Person at any time for (w) amounts unpaid, paid over contest or repaid to any Person proceeding with respect to any Receivable KENETECH Creditor Claim, and provided that EME satisfies its indemnity obligations hereunder, from and after satisfaction of any KENETECH Creditor Claim. PREPA shall promptly notify EME of any claim as a result of the financial inability of the applicable Eligible Obligor, or the uncollectability of the underlying Receivable as a result of the Eligible Obligor's creditworthiness or the applicable Eligible Obligor being a debtor in an Insolvency Proceeding commenced as of or prior to the Scheduled Due Date for such Receivable, it being further understood and agreed that this clause shall not limit the Seller's obligations which indemnification is sought under this Section arising out 2. Promptly after EME receives notification of or relating such claim (and in no event later than the 30/th/ day following EME's receipt of notice of such claim), EME shall notify PREPA whether it believes such claim to any other event, occurrence or circumstance which would give rise to an obligation of be covered by the Seller pursuant to indemnity set forth in this Section (2, and if so, whether it intends to pay, object to, comprise or defend any matter involving the asserted liability of PREPA. EME shall have the right to investigate, and the right in its sole discretion to defend, settle or compromise, any claim for which indemnification is sought under this Section to the extent that such eventclaim does not exceed the maximum indemnification amount set forth in this Section. If EME elects to defend, occurrence circumstance adversely affects repayment settle or compromise any such asserted claim it shall do so at its own expense and by counsel selected by it and reasonably acceptable to PREPA. Upon EME's election to defend, settle or compromise any such claim and notification to PREPA of its intent to do so, EME shall be entitled to control the Purchase Pricesdefense, during settlement or compromise thereof. PREPA shall cooperate with EME in good faith and comply with all reasonable requests of EME in connection therewith, at EME's expense. Where EME undertakes the defense with respect to a claim, no additional legal fees or expenses of PREPA in connection with the defense of such Insolvency Proceeding)claim shall be indemnified by EME hereunder unless such fees or expenses are incurred at the request of EME and except for reasonable fees and expenses incurred prior to EME's election to defend such claim. If, after due notice thereof from PREPA, EME fails to acknowledge or (x) Indemnified Amounts resulting denies that any such claim is one for which it is obligated to indemnify, then PREPA may pay, settle, compromise, defend or take any such action it may reasonably deem necessary with respect to such asserted claim without affecting in any way PREPA's right to claim indemnification from the gross negligence or willful misconduct on the part EME under this Section. EME shall be entitled to participate at its own expense in any such proceeding controlled by PREPA and shall be kept informed of the Indemnified Party proposed status of such proceeding by PREPA. PREPA shall not enter into or agree to be indemnified. (c) The Seller shall have the option (but not the obligation) to repurchase from the Purchasers any Purchased Receivable; settlement of any claim for which indemnity is provided hereunder without EME's prior written consent, unless PREPA waives any indemnification by EME in respect thereof. PREPA may participate at its own expense in any defense, settlement, compromise or proceeding controlled by EME, provided that if PREPA's participation does not, in the opinion of counsel appointed by EME to conduct such Purchased Receivable proceedings, interfere with such control. In the event PREPA receives any refund, reimbursement or other payment, in whole or in part, with respect to any amount paid by EME hereunder, it shall segregate the same from its own funds and immediately pay the amount so received to EME. To the extent a claim against PREPA for which indemnification is a Defaulted Receivable sought under this Section exceeds the maximum indemnification amount provided for in this Section: (i) PREPA may oppose such claim without EME's consent or approval; (ii) EME shall consult with and seek PREPA consent prior to finalizing any settlement or resolution in which an amount in excess of such maximum indemnification amount is payable; and (iii) EME and PREPA agree to consult and cooperate with each other in good faith with regard to such claim. PREPA agrees that it shall not at any time take any action, and it shall actively oppose any attempt by others, to challenge the validity or enforceability of the limited waiver by PREPA contemplated by Section 1, so long as (a) the payment by Mission pursuant to Section 1 is made and is not more than 30 days past dueinvalidated or rescinded, and provided further that the aggregate amount of such purchases is (b) EME does not greater than 10% of the highest outstanding amount of Purchased Receivables under this Agreement, at a purchase price equal breach its indemnification obligations pursuant to the Purchaser's Purchase Price plus the accreted portion of the Purchase Reserve to the date of purchase, if such Purchased Receivable is not a Defaulted Receivable, and at a purchase price equal to the Invoice Amount plus the Purchaser's cost of funds plus Applicable Margin for the period from the Scheduled Due Date of such Defaulted Receivable through the date of such purchase. Upon the Seller making any such purchase, the applicable Purchased Receivable shall be deemed to be assigned, transferred, sold and conveyed to the Seller, free and clear of any security interest or adverse claim arising through the Purchaser but otherwise without representation or warranty, and thereafter all collections in respect thereof shall not be CollectionsSection 2.