Originator Indemnities Clause Samples
The "Originator Indemnities" clause requires the originator of a transaction or agreement to compensate the other party for losses, damages, or liabilities arising from specific actions or breaches attributable to the originator. Typically, this clause applies to situations where the originator's misrepresentations, negligence, or failure to fulfill obligations result in third-party claims or financial harm to the counterparty. Its core practical function is to allocate risk by ensuring that the originator bears responsibility for their own conduct, thereby protecting the other party from unforeseen liabilities linked to the originator's actions.
Originator Indemnities. 23.1 The Originator agrees to indemnify the Purchaser from time to time upon demand, against any loss, liability or expense which the Purchaser may suffer or incur as a result of any failure by the Originator or the Collection Agent to make any payment due from it hereunder or which would have been due from it hereunder but for any illegality, invalidity or unenforceability affecting any of the obligations of the Originator or in its capacity as the Collection Agent hereunder.
23.2 The Originator agrees to indemnify the Purchaser from time to time against and pay thereto on demand the amount of any loss or expense suffered or incurred by the Purchaser as a result of any revocation or purported revocation by the Originator of an Offer and any failure by the Originator to complete the sale and purchase constituted by acceptance of any such Offer including, without limitation, any loss or expense incurred by the Purchaser by reason of liquidation or re-employment of funds acquired or requested by the Purchaser for the purposes of making funds available in respect of any such Offer.
23.3 The Originator agrees to indemnify the Purchaser from and against all liabilities, losses and fees, costs and expenses in respect of:
(i) any breach by the Originator of the representations made by it pursuant to the terms of Clauses 19 and 20;
(ii) Collections being applied by the Collection Agent (if such Collection Agent is an Affiliate of the foregoing) otherwise than in accordance with the terms hereof; and
(iii) any failure by it to pay on the due dates amounts payable by it pursuant to Clauses 24 and 25 hereof, in each case arising out of the ownership by it of an interest in the Purchased Receivables (or any rights relating thereto) but except for (y) any gross negligence or wilful misconduct or default or breach of the Relevant Documents of the person seeking indemnification and (z) any such amounts which are referable to loss of profit or taxes on income.
23.4 The Originator agrees to indemnify each of the other parties to this Agreement (each an “Indemnified Party”) against any loss (excluding loss of profit) or expense, including legal fees reasonably incurred, which any Indemnified Party may sustain or incur as a consequence of any default by the Originator in the performance of any of the obligations expressed to be assumed by the Originator in this Agreement (including in the case of the Purchaser any loss or expense incurred by the Purchaser by reason of liquid...
Originator Indemnities. 18 Section 7.01. ORIGINATOR'S INDEMNIFICATION...........................................................18 Section 7.02. LIABILITIES TO OBLIGORS................................................................19 Section 7.03.
Originator Indemnities