Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, hereby indemnifies and holds harmless Buyer and its officers, directors, agents and employees (each an "Indemnified Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' fees and court costs actually incurred) (all of the foregoing collectively, the "Indemnified Losses") at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("Excluded Losses") to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from: (i) any representation or warranty made by or on behalf of an Originator under or in connection with this Agreement, any Periodic Report or any other information or report delivered by an Originator pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made; (ii) the failure by an Originator to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any such Receivable with any such applicable law, rule or regulation; (iii) the failure of an Originator to vest and maintain vested in Buyer, a perfected ownership or security interest in the Receivables and the other property conveyed pursuant hereto, free and clear of any Adverse Claim; (iv) any commingling of funds to which Buyer is entitled hereunder with any other funds; (v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or financial inability of the Obligor to pay) of the Obligor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services; (vii) any failure of an Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator is a party; or (viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of any Originator's obligations under the Transaction Documents.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Arvinmeritor Inc), Purchase and Sale Agreement (Arvinmeritor Inc)
Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless Buyer and its officers, directorsmanagers, agents and employees (each an "Indemnified PartyINDEMNIFIED PARTY") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' fees and court costs actually incurred) (all of the foregoing collectively, the "Indemnified LossesINDEMNIFIED LOSSES") at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("Excluded LossesEXCLUDED LOSSES") to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, Originator shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:
(i) any representation or warranty made by or on behalf of an Originator under or in connection with this Agreement, any Periodic Report or any other information or report delivered by an Originator pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the failure by an Originator to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any such Receivable with any such applicable law, rule or regulation;
(iii) the failure of an Originator to vest and maintain vested in Buyer, a perfected ownership or security interest in the Receivables and the other property conveyed pursuant hereto, free and clear of any Adverse Claim;
(iv) any commingling of funds to which Buyer is entitled hereunder with any other funds;
(v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter;
(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or financial inability of the Obligor to pay) of the Obligor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or servicesservices or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;
(vii) any failure of an Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator is a party; or
(viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of any Originator's obligations under the Transaction Documents.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Swift Transportation Co Inc)
Originators’ Indemnity. Without limiting any other rights any Person may have hereunder Each Originator hereby agrees, on a several (and not joint or under applicable lawjoint and several) basis, each Originator, jointly to indemnify and severally, hereby indemnifies and holds hold harmless Buyer the Company and its officers, directors, agents agents, representatives, shareholders, counsel and employees and each of their respective Affiliates, successors and assigns and all other Affected Parties (each each, an "“Originator Indemnified Party"”) from and against any and all damages, claims, losses, claimscosts, liabilities, penalties, Taxes, costs expenses and expenses liabilities (including reasonable and documented attorneys' ’ fees and court costs actually incurredexpenses) (all of the foregoing collectively, the "being collectively referred to as “Indemnified Losses"Amounts”) at any time imposed on or incurred by any such Originator Indemnified Party arising out of or otherwise relating resulting from or related to this Agreement or any other Transaction Document, Document or any of the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses foregoing ("Excluded Losses") to the extent (a) a final judgment of a court of competent jurisdiction holds any such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse Amounts are attributed to such Originator or otherwise arise out of or result from or relate to the Collection Agent for uncollected Pool Assets originated by such Originator) or uncollectible Receivables the ownership, maintenance or (c) such Indemnified Losses include Taxes onfunding, directly or measured byindirectly, the overall net income or gross receipts of the Buyer. Without limiting Pool Assets (or any of them) sold by such Originator or otherwise arising out of or resulting from the foregoing indemnificationactions or inactions of such Originator, but subject to the limitations set forth in clauses (a), (b) and (c) including any of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:
following: (i) any representation or warranty made or deemed made by such Originator (or on behalf any of an Originator its officers) under or in connection with this Agreement, any Periodic Report Agreement or any other information or report delivered by an Originator pursuant to the Transaction Documents, Document which shall have been false or incorrect in any material respect when made or deemed made;
; (ii) the failure by such Originator to perform any of its covenants or obligations under any Transaction Document; (iii) the failure by such Originator or any Pool Asset originated by such Originator or the related Receivable Documentation or Loan Documents, as applicable, to comply with any Applicable Law; (iv) the failure to vest in the Company ownership of each Pool Asset sold by such Originator and all Collections in respect thereof, and a first priority perfected security interest (within the meaning of the UCC) in, each Pool Receivable sold by such Originator and all Collections in respect thereof, in each case, free and clear of any Adverse Claim; (v) any dispute, Dilution or any other claim by any Account Debtor or Obligor, as applicable, or any Affiliate or assignee thereof resulting from the services performed or merchandise furnished in connection with any Pool Asset originated by such Originator or the furnishing or failure to furnish such services or merchandise or relating to collection activities with respect to any Pool Asset originated by such Originator; (vi) any suit or claim related to any Pool Asset originated by such Originator, any related Receivable Documentation or Loan Documents, as applicable, or, to the extent attributed to or otherwise relating to such Originator, any Transaction Document (other than any such suit or claim that arises as a result of the failure of any Account Debtor or Obligor, as applicable, to pay any sum due under its Pool Asset by reason of the financial or credit condition of such Account Debtor or Obligor, as applicable (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor)); (vii) the failure of such Originator to notify any Account Debtor or Obligor, as applicable, of the sale of the Pool Assets (x) by such Originator to the Company pursuant to this Agreement or (y) by the Company to the Administrative Agent (on behalf of Purchasers) pursuant to the Receivables Purchase Agreement; (viii) the commingling by such Originator or any of its Affiliates of Collections at any time with other funds of such Originator or any other Person; (ix) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdictions or under any other Applicable Laws with respect to any Pool Asset at the time of purchase or acquisition; (x) any loss arising, directly or indirectly, as a result of the imposition of sales or similar transfer type taxes or the failure by any Originator to timely collect and remit to the appropriate authority any such taxes; (xi) the failure by an Originator to comply with the “bulk sales” or analogous laws of any applicable lawjurisdiction; (xii) any Taxes (other than Excluded Taxes) imposed upon any Originator Indemnified Party or upon or with respect to the Pool Assets, rule all interest and penalties thereon or regulation with respect thereto, and all costs and expenses related thereto or arising therefrom, including the fees and expenses of counsel in defending the same; (xiii) the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any ReceivableRelated Assets (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, and claims of breach of warranty, whether express or implied); (xiv) the nonconformity violation or breach by any Originator or any of their respective Affiliates of any such Receivable confidentiality provision, or of any similar covenant of non-disclosure, or any other Indemnified Amount with respect to or resulting from any such applicable lawviolation or breach; or (xv) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Terrorism Law, rule Anti-Corruption Law or regulation;
Sanctions, and all reasonable costs and expenses (iiiincluding reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Originator Indemnified Party in connection with the Transaction Documents as a result of any action of such Originator or any of its respective Affiliates; 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 the Administrative Agent, its officers, directors, agents, representatives, shareholders, counsel or employees or any of their respective Affiliates, successors and permitted assigns, as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Originator Account Debtor or Obligor, as applicable, to vest and maintain vested in Buyer, a perfected ownership or security interest in the Receivables and the other property conveyed pursuant hereto, free and clear of pay any Adverse Claim;
(iv) any commingling of funds to which Buyer is entitled hereunder with any other funds;
(v) any failure of a Lock-Box Bank to comply with the terms sum due under its Assets by reason of the applicable Lock-Box Letter;
financial or credit condition of such Account Debtor or Obligor (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy including the occurrence of the Obligor or financial inability of the Obligor to pay) of the Obligor an Insolvency Event with respect to the payment of any Receivable, applicable Account Debtor or any other claim resulting from Obligor). Any amount due and payable pursuant to this Section 7.1 shall be paid to the sale or lease of goods or applicable Originator Indemnified Party in immediately available funds by no later than the rendering of services related to tenth (10th) Business Day following demand therefor by such Receivable or the furnishing or failure to furnish any such goods or services;
(vii) any failure of an Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator is a party; or
(viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of any Originator's obligations under the Transaction DocumentsIndemnified Party.
Appears in 1 contract
Samples: Omnibus Amendment (CHS Inc)
Originators’ Indemnity. Without limiting any other rights any such Person may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless Buyer harmless, on an after-Tax basis, Buyer, its assigns and its their respective officers, directors, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' ’ fees and court costs actually incurredcosts) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated therebythereby or the acquisition of any portion of the Receivables or Collections, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("Excluded Losses") to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely result from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely such Indemnified Losses result due to the credit risk or financial inability to pay Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the BuyerIndemnified Party (determined on the assumption that the transactions contemplated hereby would constitute debt for tax purposes); provided, however, that nothing contained in this sentence shall limit the liability of Originator or limit the recourse of any Indemnified Party to Originator for any amounts otherwise specifically provided to be paid by the Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and or (c) of the previous sentence, each Originator, jointly and severally, Originator shall indemnify each Indemnified Party for Indemnified Losses (including losses in respect of uncollectible Receivables, regardless for these specific matters whether reimbursement therefor would constitute recourse to Originator) relating to or resulting from:
(i) any representation or warranty made by Originator (or on behalf any employee or agent of an Originator Originator) under or in connection with this Agreement, any Periodic Report or any other information or report delivered by an Originator pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the failure by an Originator to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any such Receivable with any such applicable law, rule or regulation;
(iii) the failure of an Originator to vest and maintain vested in BuyerBuyer and its assigns, first priority a perfected ownership or security interest in the Receivables and the other property conveyed pursuant heretoCollections with respect thereto, free and clear of any Adverse Claim;
(iv) any commingling of funds to which Buyer is or its assigns are entitled hereunder with any other funds;
(v) any failure of a Lock-Box Bank any Origination Home Closing Agent to comply with the terms of the applicable Lock-Box LetterServicer’s instructions to send Origination Home Sale closing proceeds to the Collection Account;
(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or financial inability of the Obligor to payObligor) of the Obligor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or servicesservices or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;
(vii) any failure of an Originator to perform its duties or obligations in accordance with the provisions of this Agreement or Agreement, any other Transaction Document or any Relocation Services Agreement to which an Originator it is a partyparty (as Originator, Servicer or otherwise);
(viii) any tax or governmental fee or charge (other than franchise taxes and taxes on or measured by the net income of Buyer), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Receivables; or
(viiiix) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of any Originator's obligations under the Transaction DocumentsDocuments (including without limitation with respect to investigation, laboratory and consultant’s fees).
Appears in 1 contract
Originators’ Indemnity. Without limiting any other rights any Person may have hereunder Each Originator hereby agrees, on a several (and not joint or under applicable lawjoint and several) basis, each Originator, jointly to indemnify and severally, hereby indemnifies and holds hold harmless Buyer the Company and its officers, directors, agents agents, representatives, shareholders, counsel and employees and each of their respective Affiliates, successors and assigns and all other Affected Parties (each each, an "“Originator Indemnified Party"”) from and against any and all damages, claims, losses, claimscosts, liabilities, penalties, Taxes, costs expenses and expenses liabilities (including reasonable and documented attorneys' ’ fees and court costs actually incurredexpenses) (all of the foregoing collectively, the "being collectively referred to as “Indemnified Losses"Amounts”) at any time imposed on or incurred by any such Originator Indemnified Party arising out of or otherwise relating resulting from or related to this Agreement or any other Transaction Document, Document or any of the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses foregoing ("Excluded Losses") to the extent (a) a final judgment of a court of competent jurisdiction holds any such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse Amounts are attributed to such Originator or otherwise arise out of or result from or relate to the Collection Agent for uncollected Pool Assets originated by such Originator) or uncollectible Receivables the ownership, maintenance or (c) such Indemnified Losses include Taxes onfunding, directly or measured byindirectly, the overall net income or gross receipts of the Buyer. Without limiting Pool Assets (or any of them) sold by such Originator or otherwise arising out of or resulting from the foregoing indemnificationactions or inactions of such Originator, but subject to the limitations set forth in clauses (a), (b) and (c) including any of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:
following: (i) any representation or warranty made or deemed made by such Originator (or on behalf any of an Originator its officers) under or in connection with this Agreement, any Periodic Report Agreement or any other information or report delivered by an Originator pursuant to the Transaction Documents, Document which shall have been false or incorrect in any material respect when made or deemed made;
; (ii) the failure by such Originator to perform any of its covenants or obligations under any Transaction Document; (iii) the failure by such Originator or any Pool Asset originated by such Originator or the related Receivable Documentation or Loan Documents, as applicable, to comply with any Applicable Law; (iv) the failure to vest in the Company ownership of each Pool Asset sold by such Originator and all Collections in respect thereof, and a first priority perfected security interest (within the meaning of the UCC) in, each Pool Receivable sold by such Originator and all Collections in respect thereof, in each case, free and clear of any Adverse Claim; (v) any dispute, Dilution or any other claim by any Account Debtor or Obligor, as applicable, or any Affiliate or assignee thereof resulting from the services performed or merchandise furnished in connection with any Pool Asset originated by such Originator or the furnishing or failure to furnish such services or merchandise or relating to collection activities with respect to any Pool Asset originated by such Originator; (vi) any suit or claim related to any Pool Asset originated by such Originator, any related Receivable Documentation or Loan Documents, as applicable, or, to the extent attributed to or otherwise relating to such Originator, any Transaction Document (other than any such suit or claim that arises as a result of the failure of any Account Debtor or Obligor, as applicable, to pay any sum due under its Pool Asset by reason of the financial or credit condition of such Account Debtor or Obligor, as applicable (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor)); (vii) the failure of 18 such Originator to notify any Account Debtor or Obligor, as applicable, of the sale of the Pool Assets (x) by such Originator to the Company pursuant to this Agreement or (y) by the Company to the Administrative Agent (on behalf of Purchasers) pursuant to the Receivables Financing Agreement; (viii) the commingling by such Originator or any of its Affiliates of Collections at any time with other funds of such Originator or any other Person; (ix) the failure to file, or any delay in filing of, financing statements or other similar instruments or documents under the UCC of any applicable jurisdictions or under any other Applicable Laws with respect to any Pool Asset at the time of purchase or acquisition; (x) any loss arising, directly or indirectly, as a result of the imposition of sales or similar transfer type taxes or the failure by any Originator to timely collect and remit to the appropriate authority any such taxes; (xi) the failure by an Originator to comply with the “bulk sales” or analogous laws of any applicable lawjurisdiction; (xii) any Taxes (other than Excluded Taxes) imposed upon any Originator Indemnified Party or upon or with respect to the Pool Assets, rule all interest and penalties thereon or regulation with respect thereto, and all costs and expenses related thereto or arising therefrom, including the fees and expenses of counsel in defending the same; (xiii) the ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession or other disposition or safety of any ReceivableRelated Assets (including claims for patent, trademark, or copyright infringement and claims for injury to persons or property, liability principles, or otherwise, and claims of breach of warranty, whether express or implied); or (xiv) the nonconformity violation or breach by any Originator or any of their respective Affiliates of any such Receivable confidentiality provision, or of any similar covenant of non-disclosure, or any other Indemnified Amount with respect to or resulting from any such applicable lawviolation or breach; provided, rule however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or regulation;
liabilities to the extent resulting from (iiix) the gross negligence or willful misconduct of the Administrative Agent, its officers, directors, agents, representatives, shareholders, counsel or employees or any of their respective Affiliates, successors and permitted assigns, as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Originator Account Debtor or Obligor, as applicable, to vest and maintain vested in Buyer, a perfected ownership or security interest in the Receivables and the other property conveyed pursuant hereto, free and clear of pay any Adverse Claim;
(iv) any commingling of funds to which Buyer is entitled hereunder with any other funds;
(v) any failure of a Lock-Box Bank to comply with the terms sum due under its Assets by reason of the applicable Lock-Box Letter;
financial or credit condition of such Account Debtor or Obligor (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy including the occurrence of the Obligor or financial inability of the Obligor to pay) of the Obligor an Insolvency Event with respect to the payment of any Receivable, applicable Account Debtor or any other claim resulting from Obligor). Any amount due and payable pursuant to this Section 7.1 shall be paid to the sale or lease of goods or applicable Originator Indemnified Party in immediately available funds by no later than the rendering of services related to tenth (10th) Business Day following demand therefor by such Receivable or the furnishing or failure to furnish any such goods or services;
(vii) any failure of an Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator is a party; or
(viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of any Originator's obligations under the Transaction DocumentsIndemnified Party.
Appears in 1 contract
Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless Buyer and its officers, directorsmanagers, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' ’ fees and court costs actually incurred) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("“Excluded Losses"”) to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely to the extent resulting from gross negligence or willful misconduct of the Indemnified Party seeking indemnificationindemnification to the extent resulting from the breach of a representation, warranty or covenant by such Indemnified Party, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyersuch Indemnified Party. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, Originator shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:
(i) any representation or warranty made by or on behalf of an Originator under or in connection with this Agreement, any Periodic Report or any other information or report delivered by an Originator pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the failure by an Originator to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any such Receivable with any such applicable law, rule or regulation;
(iii) the failure of an Originator to vest and maintain vested in Buyer, a perfected ownership or security interest in the Receivables and the other property conveyed pursuant hereto, free and clear of any Adverse Claim;
(iv) any commingling of funds to which Buyer is entitled hereunder with any other funds;
(v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter;
(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or financial inability of the Obligor to pay) of the Obligor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or servicesservices or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;
(vii) any failure of an either Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an either Originator is a party; or
(viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of any either Originator's ’s obligations under the Transaction Documents.
Appears in 1 contract
Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless Buyer and its officers, directorsmanagers, agents and employees (each an "Indemnified Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' fees and court costs actually incurred) (all of the foregoing collectively, the "Indemnified Losses") at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("Excluded Losses") to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, Originator shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:
(i) any representation or warranty made by or on behalf of an Originator under or in connection with this Agreement, any Periodic Report or any other information or report delivered by an Originator pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the failure by an Originator to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any such Receivable with any such applicable law, rule or regulation;
(iii) the failure of an Originator to vest and maintain vested in Buyer, a perfected ownership or security interest in the Receivables and the other property conveyed pursuant hereto, free and clear of any Adverse Claim;
(iv) any commingling of funds to which Buyer is entitled hereunder with any other funds;
(v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter;
(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or financial inability of the Obligor to pay) of the Obligor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods services or servicesother similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;
(vii) any failure of an Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator is a party; or
(viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of any Originator's obligations under the Transaction Documents.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Kansas City Power & Light Co)
Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless Buyer and its officers, directorsmanagers, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' ’ fees and court costs actually incurred) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("“Excluded Losses"”) to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk of the Obligor or the refusal or financial inability to pay of the Obligor and to pay undisputed indebtedness or for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the BuyerBuyer or its assigns. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, Originator shall indemnify each Indemnified Party for Indemnified Losses (other than Excluded Losses) relating to or resulting from:
(i) any representation or warranty made by or on behalf of an Originator under or in connection with this Agreement, any Periodic Report or any other information or report delivered by an Originator pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the failure by an Originator to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any such Receivable with any such applicable law, rule or regulation;
(iii) the failure of an Originator to vest and maintain vested in Buyer, a perfected ownership or security interest in the Receivables and the other property conveyed pursuant hereto, free and clear of any Adverse Claim;
(iv) any commingling of funds to which Buyer is entitled hereunder Collections with any other funds;
(v) any failure of a Lock-Box Collection Bank to comply with the terms of the applicable Lock-Box LetterAgreement;
(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or financial inability of the Obligor to payExcluded Losses) of the Obligor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods services or servicesother similar claim or defense not arising from Excluded Losses;
(vii) any failure of an Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator is a party; or;
(viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of any Originator's ’s obligations under the Transaction Documents;
(ix) any tax or governmental fee or charge (but not including taxes upon or measured by net income or otherwise contemplated by the Intended Tax Characterization), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the fees and expenses of counsel in defending against the same, which may rise by reason of the purchase or ownership of any Receivable or Related Security or in any goods which secure any Receivable or Related Security;
(x) the failure to comply with provisions of the Transaction Documents requiring notifications to any Obligor of the assignment pursuant to the terms hereof of any Receivable to Buyer (and subsequently, pursuant to the Second Tier Agreement, to Agent for the benefit of Buyer) or to comply with provisions of the Transaction Documents requiring notifications to require that payments (including any under the related insurance policies) be made directly to Buyer pursuant to the terms hereof (and subsequently, pursuant to the Second Tier Agreement, to Agent for benefit of Buyer);
(xi) any Taxes (other than as contemplated by the Intended Tax Characterization) imposed upon any Indemnified Party or upon or with respect to the Receivables, all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses related thereto or arising therefrom, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership or sale of any Receivables (or of any interest therein) or Related Security or in any goods which secured any such Receivables or Related Security;
(xii) any loss arising, directly or indirectly, as a result of the imposition of sales or analogous taxes imposed on or collected as part of the Receivables or the failure by the Originator to timely collect and remit to the appropriate authority any such taxes; or
(xiii) any action taken by the Originator or any other Affiliate of the Originator related to any Receivable and the Related Security, or arising out of any alleged failure of compliance of any Receivable or the Related Security with the provisions of any law or regulation. If for any reason the indemnification provided above in this Section is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Originator shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Originator on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations; provided, however, that notwithstanding any other provision hereof to the contrary, Originator shall not have any obligations concerning Excluded Losses.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Great Plains Energy Inc)
Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, hereby indemnifies and holds harmless Buyer and its officers, directors, agents and employees and successors and assigns (each an "Indemnified Party") from and against any and all damages, losses, claims, liabilities, penalties, TaxesTax Liabilities, costs and expenses (including reasonable attorneys' fees and court costs actually incurred) (all of the foregoing collectively, the "Indemnified Losses"Losses '') at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("Excluded LossesLosses ") to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor Account Debtor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables Accounts or (c) such Indemnified Losses include Taxes Tax Liabilities on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:
(i) any representation or warranty made by or on behalf of an Originator under or in connection with this Agreement, any Periodic Report monthly collateral report, any Borrowing Base Certificate or any other information or report delivered by an Originator pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the failure by an Originator to comply with any applicable law, rule or regulation related to any ReceivableAccount, or the nonconformity of any such Receivable Account with any such applicable law, rule or regulation;
(iii) the failure of an Originator to vest and maintain vested in Buyer, a perfected ownership or security interest in the Receivables Accounts and the other property conveyed pursuant hereto, free and clear of any Adverse ClaimClaim (except to the extent permitted hereunder);
(iv) any commingling of funds to which Buyer is entitled hereunder with any other funds;
(v) any failure of any bank or financial institution which maintains a Lock-Box Bank or a Lock-Box Account to comply with the terms of the applicable Lock-Box Letterany agreement or control agreement with or in favor of Buyer, any Collection Agent or Agent;
(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor Account Debtor or financial inability of the Obligor Account Debtor to pay) of the Obligor Account Debtor to the payment of any ReceivableAccount, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable Account or the furnishing finishing or failure to furnish any such goods or services;
(vii) any failure of an Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator is a party; or
(viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable Account or any other suit, claim or action of whatever sort relating to any of any Originator's obligations under the Transaction Documents.
Appears in 1 contract
Originators’ Indemnity. Without limiting any other rights any Person the Buyer and its assigns, officers, managers, agents and employees may have hereunder or under applicable law, each Originator, jointly and severally, the Originator hereby indemnifies and holds harmless the Buyer and its assigns and its officers, directorsmanagers, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses and for all other amounts payable (including reasonable attorneys' ’ fees and court costs actually incurred) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Documentresulting from this Agreement, the transactions contemplated therebyhereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("“Excluded Losses"”) to the extent (a) a final judgment of a court of competent jurisdiction holds that such Indemnified Losses resulted solely from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification, ; (b) solely due the same includes losses (including diminution in value) in respect of Purchased Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or otherwise related to an Obligor’s failure to pay in accordance with the related Receivables (other than any loss based on (x) (1) a failure to pay as a result of any failure by the Originator to comply with any terms of the related Contract, (2) the unenforceability of the Receivable or the related Contract in accordance with their respective terms, or (3) the failure of the Originator to comply with applicable law or regulation with respect to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator Receivable or the Collection Agent for uncollected related Contract or uncollectible Receivables (y) a breach of a representation or warranty that any such Receivable was an Eligible Receivable when sold by the Originator hereunder (if so represented at such time), each of which shall be an Indemnified Loss hereunder); or (c) such Indemnified Losses include Taxes ontaxes imposed by the United States, the Indemnified Party’s jurisdiction of organization (or in the case of an individual, his or her jurisdiction of primary residence) or any other jurisdiction in which such Indemnified Party has established a taxable nexus other than in connection with the transactions contemplated hereby, on or measured by, by the overall net income or gross receipts of such Indemnified Party to the Buyerextent that the computation of such taxes is consistent with the characterization for tax purposes of the acquisition by the Buyer of an ownership interest in the Sold Assets. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, the Originator shall indemnify each Indemnified Party for Indemnified Losses relating to arising out of or resulting from:
(i) any representation or warranty made by or on behalf of an the Originator (or any officers of the Originator) under or in connection with this Agreement, any Periodic Report Transaction Document to which the Originator is a party or any other information or report delivered by an the Originator (in its capacity as the originator of Purchased Receivables) pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the failure by an the Originator to comply with any applicable law, rule or regulation related with respect to any ReceivableReceivable or Contract related thereto, or the nonconformity of any such Receivable or any Contract related thereto with any such applicable law, rule or regulationregulation or any failure of the Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;
(iii) the failure of an the Originator to vest and maintain vested in the Buyer, a perfected ownership or security interest interest, as applicable, in the Purchased Receivables and the other property conveyed pursuant hereto, free and clear of any Adverse Claim;
(iv) any commingling of funds to which the Buyer is entitled hereunder with any other funds;
(v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter;
(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or financial inability of the Obligor to pay) of the Obligor to the payment of any ReceivableReceivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law), or any other claim resulting from the sale or lease of goods or the rendering of services service related to such Receivable or the furnishing or failure to furnish such services or other similar claim or defense not arising from the financial inability of any such goods or servicesObligor to pay undisputed indebtedness;
(viivi) any failure of an the Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator is a party; orAgreement;
(viiivii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any Contract or any other suit, claim or action of whatever sort relating to any of any the Originator's ’s obligations under the Transaction Documents.
(viii) any investigation, litigation or proceeding arising from this Agreement or any other Transaction Document to which the Originator is a party, the transactions contemplated hereby any investigation, litigation or proceeding relating to the Originator in which the Buyer becomes involved as a result of any of the transactions contemplated hereby (other than any litigation or proceeding in which an Indemnified Party is a plaintiff or complaining party and the Originator is a defendant and such Indemnified Party shall not prevail in such litigation or proceeding);
(ix) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;
(x) any Insolvency Proceeding with respect to the Originator;
(xi) any attempt by any Person (other than an Indemnified Party) to void the transfers contemplated hereby under statutory provisions or common law or equitable action (except as created by the Transaction Documents);
(xii) any action or omission by the Originator that reduces or impairs the rights of the Buyer with respect to any Receivables or Related Security or the value of any Receivables or Related Security; or
(xiii) any provision in any Contract that either (i) permits or provides for any reduction in the Outstanding Balance of the Receivable created under such Contract and any accrued interest thereon or (ii) could otherwise materially hinder the ability to receive Collections with respect to such Receivable.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Zebra Technologies Corp)
Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, hereby indemnifies and holds harmless Buyer and its officers, directors, agents and employees (each an "Indemnified Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' fees and court costs actually incurred) (all of the foregoing collectively, the "Indemnified Losses") at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("Excluded Losses") to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or Receivables, and (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the BuyerBuyer or any of its assignees. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:
(i) any representation or warranty made by or on behalf of an Originator under or in connection with this Agreement, any Periodic Report or any other information or report delivered by an Originator pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the failure by an Originator to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any such Receivable with any such applicable law, rule or regulation;
(iii) the failure of an Originator to vest and maintain vested in Buyer, a perfected ownership or security interest in the Receivables and the other property conveyed pursuant hereto, free and clear of any Adverse Claim;
(iv) any commingling of funds to which Buyer is entitled hereunder with any other funds;
(v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter;
(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or financial inability of the Obligor to pay) of the Obligor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or servicesservices or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;
(vii) any failure of an Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator is a party; or
(viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of any Originator's obligations under the Transaction Documents.
Appears in 1 contract
Originators’ Indemnity. (a) Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, hereby indemnifies and holds harmless that the Buyer and its respective assigns, officers, directors, agents and employees (each each, an "“Indemnified Party"”) may have hereunder or under Applicable Law, each Originator hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs losses and expenses liabilities (including reasonable attorneys' fees and court costs actually incurredAttorney Costs) (all of the foregoing collectively, the "being collectively referred to as “Originator Indemnified Losses"Amounts”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating resulting from this Agreement or any other Transaction Document to any Transaction Documentwhich such Originator is a party, the transactions contemplated therebyhereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator the Originators hereunder or otherwise; excluding, excluding only however, (x) Originator Indemnified Losses Amounts ("Excluded Losses"i) to the extent (a) a final judgment of a court of competent jurisdiction holds that such Originator Indemnified Losses Amounts resulted solely primarily from the gross negligence or willful misconduct of by the Indemnified Party seeking indemnification, indemnification or a material breach by such Indemnified Party (bunless the applicable Indemnified Party that is negligent or breaches its obligations is an Affiliate of the Originator) solely of its obligations under any Transaction Document and (ii) to the extent such Originator Indemnified Amounts arise due to the credit risk of an Obligor or financial inability are otherwise related to an Obligor’s failure to pay in accordance with the related Receivables (other than any loss based on (A) (1) a failure to pay as a result of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:
(i) any representation or warranty made by or on behalf of an Originator under or in connection with this Agreement, any Periodic Report or any other information or report delivered by an Originator pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the failure by an any Originator to comply with any applicable lawterms of the related Contract, rule (2) the unenforceability of the Receivable or regulation the related to any ReceivableContract in accordance with their respective terms, or the nonconformity of any such Receivable with any such applicable law, rule or regulation;
(iii3) the failure of an any Originator to vest and maintain vested in Buyer, a perfected ownership or security interest in the Receivables and the other property conveyed pursuant hereto, free and clear of any Adverse Claim;
(iv) any commingling of funds to which Buyer is entitled hereunder with any other funds;
(v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter;
(vi) any dispute, claim, offset law or defense (other than discharge in bankruptcy of the Obligor or financial inability of the Obligor to pay) of the Obligor regulation with respect to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing related Contract or failure to furnish (B) a breach of a representation or warranty that any such goods or services;
Receivable was an Eligible Receivable when sold by such Originator hereunder (vii) any failure if so represented at such time), each of which shall be an Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator is a party; or
Indemnified Amount hereunder) and (viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of any Originator's obligations under the Transaction Documents.y)
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (DCP Midstream, LP)
Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, hereby indemnifies and holds harmless Buyer and its officers, directors, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' ’ fees and court costs actually incurred) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("“Excluded Losses"”) to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or Receivables, (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the BuyerBuyer or any of its assignees (d) such Taxes include Taxes imposed in any jurisdiction other than the United States, Canada or the Cayman Islands by reason of the organization of the Agent or any Purchaser (or any of their Affiliates) in such jurisdiction, the location of assets of the Agent or any Purchaser (or any of their Affiliates) in such jurisdiction, or the conduct of activities by the Agent or any Purchaser (or any of their Affiliates) in such jurisdiction. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b), (c) and (cd) of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:
(i) any representation or warranty made by or on behalf of an Originator under or in connection with this Agreement, any Periodic Report or any other information or report delivered by an Originator pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the failure by an Originator to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any such Receivable with any such applicable law, rule or regulation;
(iii) the failure of an Originator to vest and maintain vested in Buyer, a perfected ownership or security interest in the Receivables and the other property conveyed pursuant hereto, free and clear of any Adverse Claim;
(iv) any commingling of funds to which Buyer is entitled hereunder with any other funds;
(v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter;
(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or financial inability of the Obligor to pay) of the Obligor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or servicesservices or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;
(vii) any failure of an Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator is a party; or
(viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of any Originator's ’s obligations under the Transaction Documents.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Albany International Corp /De/)
Originators’ Indemnity. Without limiting any other rights any such Person may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless Buyer harmless, on an after-Tax basis, the Buyer, its assigns and its their respective officers, directors, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' ’ fees and court costs actually incurred) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Documentthis Agreement, the transactions contemplated thereby, thereby or any action taken or omitted by any of the Indemnified PartiesParties in connection with the transactions contemplated by this Agreement (including any action taken by Buyer as attorney-in-fact for each Originator pursuant to Section 3.3(b)), whether arising by reason of the acts to be performed by such Originator the Indemnified Party hereunder or otherwise, excluding only Indemnified Losses ("or the acquisition by the Buyer of an interest in the Receivables generated by such Originator other than Excluded Losses") , and including without limitation arising out of or otherwise relating to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct any of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting fromfollowing:
(i) any representation or warranty made by such Originator (or on behalf any employee or agent of an Originator such Originator) under or in connection with this Agreement, any Periodic Report or any other information or report delivered by an such Originator pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the a failure by an such Originator to comply with any applicable law, rule or regulation related to any ReceivableReceivable sold by it, or the nonconformity of any such Receivable with any such applicable law, rule or regulation;
(iii) the failure of an such Originator to vest and maintain vested in the Buyer, a perfected ownership or security interest in the Receivables sold by it and the other property conveyed pursuant heretoCollections and proceeds with respect thereto, free and clear of any Adverse Claim;
(iv) any commingling of funds to which the Buyer is entitled hereunder with any other fundsfunds of such Originator;
(v) any failure of a any such Originator’s Lock-Box Bank Banks to comply with the terms of the applicable Lock-Box LetterAgreement or any failure by JPMorgan Chase Bank to forward any Collections sent to the JPMorgan Lock-Box or the JPMorgan Lock-Box Account to any Originator, a Lock-Box or a Lock-Box Account;
(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or financial inability of the Obligor to payObligor) of the Obligor to the payment of any ReceivableReceivable sold by such Originator, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or servicesservices or other similar claim or defense not arising from the financial inability of any such Obligor to pay undisputed indebtedness;
(vii) any failure of an such Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator it is a party; or;
(viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to the obligations of such Originator or the Receivables sold by such Originator under this Agreement; or
(ix) any tax or governmental fee or charge (other than franchise taxes and taxes on or measured by the net income of any Originator's obligations under Indemnified Party), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the Transaction Documentsreasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Receivables sold by such Originator hereunder.
Appears in 1 contract
Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, hereby indemnifies and holds harmless Buyer and its officers, directors, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' ’ fees and court costs actually incurred) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("“Excluded Losses"”) to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:
(i) any representation or warranty made by or on behalf of an Originator under or in connection with this Agreement, any Periodic Report Monthly Report, any Borrowing Base Certificate or any other information or report delivered by an Originator pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the failure by an Originator to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any such Receivable with any such applicable law, rule or regulation;
(iii) the failure of an Originator to vest and maintain vested in Buyer, a perfected ownership or security interest in the Receivables and the other property conveyed pursuant hereto, free and clear of any Adverse ClaimClaim (except to the extent permitted hereunder);
(iv) any commingling of funds to which Buyer is entitled hereunder with any other funds;
(v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter;
(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or financial inability of the Obligor to pay) of the Obligor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services;
(vii) any failure of an Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator is a party; or
(viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of any Originator's ’s obligations under the Transaction Documents.. -8- | CH\782994.6|| 030466-0018
Appears in 1 contract
Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless Buyer and its officers, directorsmanagers, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' ’ fees and court costs actually incurred) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("“Excluded Losses"”) to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, Originator shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:
(i) any representation or warranty made by or on behalf of an Originator under or in connection with this Agreement, any Periodic Report or any other information or report delivered by an Originator pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the failure by an Originator to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any such Receivable with any such applicable law, rule or regulation;
(iii) the failure of an Originator to vest and maintain vested in Buyer, a perfected ownership or security interest in the Receivables and the other property conveyed pursuant hereto, free and clear of any Adverse Claim;
(iv) any commingling of funds to which Buyer is entitled hereunder with any other funds;
(v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter;
(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or financial inability of the Obligor to pay) of the Obligor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or servicesservices or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;
(vii) any failure of an Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator is a party; or
(viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of any Originator's ’s obligations under the Transaction Documents.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hunt J B Transport Services Inc)
Originators’ Indemnity. Without limiting any other rights any Person the Buyer and its assigns, officers, managers, agents and employees may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless the Buyer and its assigns and its officers, directorsmanagers, agents and employees (each an "“Indemnified Party"”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses and for all other amounts payable (including reasonable attorneys' ’ fees and court costs actually incurred) (all of the foregoing collectively, the "“Indemnified Losses"”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Documentresulting from this Agreement, the transactions contemplated therebyhereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator the Originators hereunder or otherwise, excluding only Indemnified Losses ("“Excluded Losses"”) to the extent (a) a final non-appealable judgment of a court of competent jurisdiction holds that such Indemnified Losses resulted solely from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification, indemnification or a material breach by such Indemnified Party (unless the applicable Indemnified Party that is negligent or breaches its obligations is an Affiliate of the Originator) of its obligations under any Transaction Document; (b) solely due the same includes losses (including diminution in value) in respect of Purchased Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or otherwise related to an Obligor’s failure to pay in accordance with the related Receivables (other than any loss based on (x) (1) a failure to pay as a result of any failure by any Originator to comply with any terms of the related Contract, (2) the unenforceability of the Receivable or the related Contract in accordance with their respective terms, or (3) the failure of any Originator to comply with applicable law or regulation with respect to the credit risk Receivable or financial inability to pay the related Contract or (y) a breach of the Obligor and for which reimbursement would constitute recourse to a representation or warranty that any such Receivable was an Eligible Receivable when sold by such Originator or the Collection Agent for uncollected or uncollectible Receivables hereunder (if so represented at such time), each of which shall be an Indemnified Loss hereunder); or (c) such Indemnified Losses include Taxes ontaxes imposed by the United States, the Indemnified Party’s jurisdiction of organization (or in the case of an individual, his or her jurisdiction of primary residence) or any other jurisdiction in which such Indemnified Party has established a taxable nexus other than in connection with the transactions contemplated hereby, on or measured by, by the overall net income or gross receipts of such Indemnified Party to the Buyerextent that the computation of such taxes is consistent with the characterization for tax purposes of the acquisition by the Buyer of an ownership interest in the Sold Assets. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, Originator shall indemnify each Indemnified Party for Indemnified Losses relating to arising out of or resulting from:
(i) any representation or warranty made by or on behalf of an such Originator (or any officers of the Originator) under or in connection with this Agreement, any Periodic Report Transaction Document to which such Originator is a party or any other information or report delivered by such Originator (in its capacity as an Originator originator of Purchased Receivables) pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the failure by an such Originator to comply with any applicable law, rule or regulation related with respect to any ReceivableReceivable or Contract related thereto, or the nonconformity of any such Receivable or any Contract related thereto with any such applicable law, rule or regulationregulation or any failure of such Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;
(iii) the failure of an such Originator to vest and maintain vested in the Buyer, a perfected ownership or security interest interest, as applicable, in the Purchased Receivables and the other property conveyed pursuant hereto, free and clear of any Adverse Claim;
(iv) any commingling of funds to which the Buyer is entitled hereunder with any other funds;
(v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter;
(vi) any dispute, claim, offset or defense (other than discharge (x) any stay, discharge, plan of reorganization or order in a bankruptcy case of the Obligor or as debtor, (y) financial inability of the Obligor to pay, or (z) an unjustified failure of the Obligor to pay not due to any alleged or actual action or inaction of the Originator or any of its Affiliates) of the Obligor to the payment of any ReceivableReceivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law), or any other claim resulting from the sale or lease of goods or the rendering of services service related to such Receivable or the furnishing or failure to furnish such services or other similar claim or defense not arising from the financial inability of any such goods or servicesObligor to pay undisputed indebtedness;
(viivi) any failure of an such Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator is a party; orAgreement;
(viiivii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any Contract or any other suit, claim or action of whatever sort relating to any of any such Originator's ’s obligations under the Transaction Documents;
(viii) any investigation, litigation or proceeding arising from this Agreement or any other Transaction Document to which such Originator is a party, the transactions contemplated hereby, or any other investigation, litigation or proceeding relating to such Originator in which the Buyer becomes involved as a result of any of the transactions contemplated hereby;
(ix) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;
(x) any Insolvency Proceeding with respect to such Originator;
(xi) any attempt by any Person (other than an Indemnified Party) to void the transfers contemplated hereby under statutory provisions or common law or equitable action (except as created by the Transaction Documents);
(xii) any action or omission by such Originator that reduces or impairs the rights of the Buyer with respect to any Receivables or Related Security or the value of any Receivables or Related Security; or
(xiii) any provision in any Contract that either (i) permits or provides for any reduction in the Outstanding Balance of the Receivable created under such Contract and any accrued interest thereon or (ii) could otherwise materially hinder the ability to receive Collections with respect to such Receivable.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Davey Tree Expert Co)
Originators’ Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Originator, jointly and severally, Originator hereby indemnifies and holds harmless Buyer and its officers, directorsmanagers, agents and employees (each an "Indemnified Party") from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including reasonable attorneys' fees and court costs actually incurred) (all of the foregoing collectively, the "Indemnified Losses") at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by such Originator hereunder or otherwise, excluding only Indemnified Losses ("Excluded Losses") to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to such Originator or the Collection Agent for uncollected or uncollectible Receivables or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income or gross receipts of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) and (c) of the previous sentence, each Originator, jointly and severally, Originator shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:
(i) any representation or warranty made by or on behalf of an Originator under or in connection with this Agreement, any Periodic Report or any other information or report delivered by an Originator pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;
(ii) the failure by an Originator to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any such Receivable with any such applicable law, rule or regulation;
(iii) the failure of an Originator to vest and maintain vested in Buyer, a perfected ownership or security interest in the Receivables and the other property conveyed pursuant hereto, free and clear of any Adverse Claim;
(iv) any commingling of funds to which Buyer is entitled hereunder Collections with any other funds;
(v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter;
(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or financial inability of the Obligor to pay) of the Obligor to the payment of any Receivable, or any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods services or servicesother similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;
(vii) any failure of an Originator to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which an Originator is a party; or;
(viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of any Originator's obligations under the Transaction Documents;
(ix) any tax or governmental fee or charge (but not including taxes upon or measured by net income or otherwise contemplated by the Intended Tax Characterization), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the fees and expenses of counsel in defending against the same, which may rise by reason of the purchase or ownership of any Receivable or Related Security or in any goods which secure any Receivable or Related Security;
(x) the failure to comply with provisions of the Transaction Documents requiring notifications to any Obligor of the assignment pursuant to the terms hereof of any Receivable to Buyer (and subsequently, pursuant to the Second Tier Agreement, to Agent for the benefit of Buyer) or to comply with provisions of the Transaction Documents requiring notifications to require that payments (including any under the related insurance policies) be made directly to Buyer pursuant to the terms hereof (and subsequently, pursuant to the Second Tier Agreement, to Agent for benefit of Buyer);
(xi) any Taxes (other than as contemplated by the Intended Tax Characterization) imposed upon any Indemnified Party or upon or with respect to the Receivables, all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses related thereto or arising therefrom, including the reasonable fees and expenses or counsel in defending against the same, which may arise by reason of the purchase or ownership or sale of any Receivables (or of any interest therein) or Related Security or in any goods which secured any such Receivables or Related Security;
(xii) any loss arising, directly or indirectly, as a result of the imposition of sales or analogous taxes imposed on or collected as part of the Receivables or the failure by the Originator to timely collect and remit to the appropriate authority any such taxes; or
(xiii) any action taken by the Originator or any other Affiliate of the Originator related to any Receivable and the Related Security, or arising out of any alleged failure of compliance of any Receivable or the Related Security with the provisions of any law or regulation. If for any reason the indemnification provided above in this Section is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then Originator shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Originator on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Great Plains Energy Inc)
