Purchaser. The RPA Seller shall indemnify and hold harmless the Purchaser from and against any loss, liability, expense or damage suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the RPA Seller pursuant to this Agreement or as a result of the transactions contemplated hereby, including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the RPA Seller shall not indemnify the Purchaser if such acts, omissions or alleged acts or omissions constitute negligence or willful misconduct by the Purchaser.
Appears in 69 contracts
Samples: Receivables Purchase Agreement (Honda Auto Receivables 2024-4 Owner Trust), Receivables Purchase Agreement (Honda Auto Receivables 2024-4 Owner Trust), Receivables Purchase Agreement (Honda Auto Receivables 2024-3 Owner Trust)