Common use of Seller Indemnification of Purchaser Clause in Contracts

Seller Indemnification of Purchaser. Seller agrees to indemnify and hold harmless Purchaser and each officer, director, agent, employee or Affiliate of Purchaser (each, a “Seller Indemnified Party”) from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, forfeitures, legal fees and expenses, and any and all related costs and/or expenses of litigation, administrative and/or regulatory agency proceedings, and any other costs, fees and expenses (each, a “Liability”) suffered or incurred by Purchaser or any such other Person (whether or not resulting from a third party claim) arising directly or indirectly out of or resulting from (a) any event relating to Transferred Assets occurring prior to the related Servicing Transfer Date, (b) a breach of any of Seller’s representations and warranties contained in the Agreement, this Sale Supplement or any other Related Agreement or Seller’s failure to observe and perform any of Seller’s duties, obligations, covenants or agreements contained in the Agreement, this Sale Supplement or any other Related Agreement, (c) acts or omissions of Seller, any other servicer of any Mortgage Loans, or any subservicer, contractor or agent engaged by Seller or any other servicer, in each case prior to the related Servicing Transfer Date, relating to the Transferred Assets, including any failure by Seller, any other servicer or any subservicer, contractor or agent engaged by Seller or any other servicer prior to the related Servicing Transfer Date to comply with the Applicable Requirements, (d) the Excluded Liabilities or (e) any acts or omissions by Seller or its employees or agents in performance of its duties or obligations pursuant to this Sale Supplement.

Seller Indemnification of Purchaser. Seller agrees to indemnify and hold harmless Purchaser and each officer, director, agent, employee or Affiliate of Purchaser (each, a “Seller Indemnified Party”) from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, forfeitures, legal fees and expenses, and any and all related costs and/or expenses of litigation, administrative and/or regulatory agency proceedings, and any other costs, fees and expenses (each, a “Liability”) suffered or incurred by Purchaser or any such other Person (whether or not resulting from a third party claim) arising directly or indirectly out of or resulting from (a) any event relating to Transferred Assets occurring prior to the related Servicing Transfer Closing Date, (b) a breach of any of Seller’s representations and warranties contained in the Agreement, this Sale Supplement Supplement, the Sub-Administration Agreement or any other Related Agreement or Seller’s failure to observe and perform any of Seller’s duties, obligations, covenants or agreements contained in the Agreement, this Sale Supplement Supplement, the Sub-Administration Agreement or any other Related AgreementAgreement or any Servicing Advance Financing Agreements or any refinancings or replacements thereof, (c) acts or omissions of Seller, any other servicer of any Mortgage Loans, or any subservicer, contractor or agent engaged by Seller or any other servicer, in each case prior to the related Servicing Transfer Date, relating to the Transferred Assets, including any failure by Seller, any other servicer or any subservicer, contractor or agent engaged by Seller or any other servicer prior to the related Servicing Transfer Date to comply with the Applicable Requirements, (d) the Excluded Liabilities or Liabilities, (e) any acts or omissions by Seller or its employees or agents in performance of its duties or obligations pursuant to this Sale Supplement, (f) the failure of all Servicing Advances and/or DSF to be reimbursed or repaid, as applicable, in connection with the exercise of any optional termination or cleanup call under any Servicing Agreement except pursuant to an exercise of any optional termination or cleanup call made at the direction of New Residential Investment Corp., (g) any Event of Default, Facility Early Amortization Event or Target Amortization Event (or the equivalent of any of the foregoing, including any other event that causes or permits the early amortization or acceleration of any obligations, notes other instrument) under any Servicing Advance Financing Agreements or any refinancings or replacements thereof arising because of any actions or inactions of Seller or any of its agents (including, without limitation, any failure of any financial test, any judgment and/or any breach of any contractual obligation of the Seller) or (h) the exercise of “Control” by any Current Excess Servicing Spread Buyer pursuant to and in accordance with any Current Excess Servicing Spread Acquisition Agreement of the “Third Party Controlled Current Spread Custodial Account” maintained pursuant thereto.

Seller Indemnification of Purchaser. Seller agrees to indemnify and hold harmless Purchaser and each officer, director, agent, employee or Affiliate of Purchaser (each, a “Seller Indemnified Party”) from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, forfeitures, legal fees and expenses, and any and all related costs and/or expenses of litigation, administrative and/or regulatory agency proceedings, and any other costs, fees and expenses (each, a “Liability”) suffered or incurred by Purchaser or any such other Person (whether or not resulting from a third party claim) arising directly or indirectly out of or resulting from (a) any event relating to Transferred Assets occurring prior to the related Servicing Transfer Closing Date, (b) a breach of any of Seller’s representations and warranties contained in the Agreement, this Sale Supplement Supplement, the Sub-Administration Agreement or any other Related Agreement or Seller’s failure to observe and perform any of Seller’s duties, obligations, covenants or agreements contained in the Agreement, this Sale Supplement Supplement, the Sub-Administration Agreement or any other Related AgreementAgreement or any Servicing Advance Financing Agreements or any refinancings or replacements thereof, (c) acts or omissions of Seller, any other servicer of any Mortgage Loans, or any subservicer, contractor or agent engaged by Seller or any other servicer, in each case prior to the related Servicing Transfer Date, relating to the Transferred Assets, including any failure by Seller, any other servicer or any subservicer, contractor or agent engaged by Seller or any other servicer prior to the related Servicing Transfer Date to comply with the Applicable Requirements, (d) the Excluded Liabilities or Liabilities, (e) any acts or omissions by Seller or its employees or agents in performance of its duties or obligations pursuant to this Sale Supplement, (f) the failure of all Servicing Advances and/or DSF to be reimbursed or repaid, as applicable, in connection with the exercise of any optional termination or cleanup call under any Servicing Agreement except pursuant to an exercise of any optional termination or cleanup call made at the direction of New Residential Investment Corp., (g) any Event of Default, Facility Early Amortization Event or Target Amortization Event (or the equivalent of any of the foregoing, including any other event that causes or permits the early amortization or acceleration of any obligations, notes other instrument) under any Servicing Advance Financing Agreements or any refinancings or replacements thereof arising because of any actions or inactions of Seller or any of its agents (including, without limitation, any failure of any financial test, any judgment and/or any breach of any contractual obligation of the Seller) or (h) the exercize of “Control” by any Current Excess Servicing Spread Buyer pursuant to any in accordance with to any Current Excess Servicing Spread Acquisition Agreement of the “Third Party Controlled Current Spread Custodial Account” maintained pursuant thereto.

Seller Indemnification of Purchaser. Seller agrees to indemnify and hold harmless Purchaser and each officer, director, agent, employee or Affiliate of Purchaser (each, a “Seller Indemnified Party”) from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, forfeitures, legal fees and expenses, and any and all related costs and/or expenses of litigation, administrative and/or regulatory agency proceedings, and any other costs, fees and expenses (each, a “Liability”) suffered or incurred by Purchaser or any such other Person (whether or not resulting from a third party claim) arising directly or indirectly out of or resulting from (a) any event relating to Transferred Assets occurring prior to the related Servicing Transfer DateDate for such Transferred Asset, (b) a breach of any of Seller’s representations and warranties contained in the Agreement, this Sale Supplement or any other Related Agreement or Seller’s failure to observe and perform any of Seller’s duties, obligations, covenants or agreements contained in the Agreement, this Sale Supplement or any other Related Agreement, (c) acts or omissions of Seller, any other servicer of any Mortgage Loans, or any subservicer, contractor or agent engaged by Seller or any other servicer, in each case prior to the related Servicing Transfer Date, relating to the Transferred Assets, including any failure by Seller, any other servicer or any subservicer, contractor or agent engaged by Seller or any other servicer prior to the related Servicing Transfer Date to comply with the Applicable Requirements, (d) the Excluded Liabilities or (e) any acts or omissions by Seller or its employees or agents in performance of its duties or obligations pursuant to this Sale Supplement.