Procedures for Indemnification by the Seller Sample Clauses

Procedures for Indemnification by the Seller. If a Seller’s’ Event of Breach occurs or is alleged and a Buyer Indemnitee asserts that the Seller has become obligated to such Buyer Indemnitee pursuant to Section 11.1, or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Seller may become obligated to a Buyer Indemnitee hereunder, such Buyer Indemnitee shall give written notice to the Seller which shall specify the basis for such obligation with reasonable particularity. The Seller agrees to defend, contest or otherwise protect the Buyer Indemnitee against any such suit, action, investigation, claim or proceeding at its sole cost and expense; provided, however, that the Seller shall not compromise any suit, action, investigation, claim or proceeding involving any Environmental Law without the Buyer’s prior written consent. The Buyer Indemnitee shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of the Buyer Indemnitee’s choice and shall in any event cooperate with and assist the Seller to the extent reasonably possible. If the Seller fails timely to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding, the Buyer Indemnitee shall have the right to do so, including, without limitation, the right to make any compromise or settlement thereof, and the Buyer Indemnitee shall be entitled to recover the entire cost thereof from the Seller including, without limitation, reasonable attorneys’, consultants’ and experts’ fees, disbursements and amounts paid as the result of such suit, action, investigation, claim or proceeding.
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Procedures for Indemnification by the Seller. If the Purchaser asserts that the Seller has become obligated to the Purchaser pursuant to Section 6.1(a), or if any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Seller may become obligated to the Purchaser hereunder, the Purchaser shall give prompt written notice to the Seller specifying in reasonable detail the facts upon which the Purchaser's claim is based. The Seller will have the right, at any time and at its election, to assume the defense of such suit, action, investigation, claim or proceeding. If the Seller assumes such defense, the Seller shall, with the prior consent of the Purchaser, have the right to make any commercially reasonable compromise or settlement thereof. The Purchaser shall have the right, but not the obligation, to participate at its own expense in the defense of any suit, action, investigation, claim or proceeding, the defense of which the Seller shall have assumed and shall in any event cooperate with and assist the Seller to the extent reasonably possible. If the Seller elects not to assume the defense of any such suit, action, investigation, claim or proceeding, the Purchaser shall have the obligation to do so at the Seller's expense, shall conduct the defense in a commercially reasonable manner and shall, with the prior consent of the Seller, have the right to make any commercially reasonable compromise or settlement thereof.
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Procedures for Indemnification by the Seller 
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Related to Procedures for Indemnification by the Seller

  • Indemnification by the Seller Subject to the limitations set forth in this Article VII, each of the Seller and the Owner, jointly and severally (the “Seller Indemnifying Parties”), agrees to indemnify and hold harmless the Buyer, including its shareholders, members, directors, managers, officers, employees, Affiliates, and agents (each, a “Buyer Indemnified Party” and, collectively, the “Buyer Indemnified Parties”), against all claims, losses, Liabilities, damages, deficiencies, diminutions in value, costs, interest, awards, judgments, penalties, and expenses, including reasonable out-of-pocket attorneys’ and consultants’ fees and expenses and including any such reasonable expenses incurred in connection with investigating, defending against, or settling any of the foregoing (each, a “Loss” and, collectively, the “Losses”) paid, suffered, incurred, sustained, or accrued by any Buyer Indemnified Party, directly or indirectly, as a result of, arising out of, or in connection with: (a) any inaccuracy in, or breach of, any of the representations or warranties of the Seller and the Owner contained in this Agreement, (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by the Seller and/or the Owner pursuant to this Agreement, (c) any Excluded Asset or any Excluded Liability, (d) fraud by the Seller and/or Owner, (e) misclassification of any Seller employees and/or independent contractors, (f) any Excluded Taxes of the Seller, and/or (g) any violation, investigation, or enforcement proceeding under the Laws and regulations administered by U.S. Customs and Border Protection, including Laws requiring accurate entry declarations and payment of duties for imported merchandise, pertaining to merchandise imported by or for the Seller, during the period ending on or before the Closing Date.

  • Indemnification by the Servicer (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above):

  • Indemnification by the Buyer The Buyer shall save, defend, indemnify and hold harmless the Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses to the extent resulting from:

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