Common use of Seller Indemnification Clause in Contracts

Seller Indemnification. Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

Seller Indemnification. The Seller will defend and indemnify the Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by the Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by the Seller in this Agreement being untrue or incorrect (subject to the second third sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to the Trust Depositor by the Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of the Seller under this Section 6.01 shall not terminate upon a Service Servicing Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement and shall survive any termination of that agreement or of this Agreement.

Seller Indemnification. Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second third sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

Seller Indemnification. Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second third sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Servicing Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement and shall survive any termination of that agreement or of this Agreement.

Seller Indemnification. Seller will defend and indemnify Trust Depositor, the Trust, [the Underlying Trust,] the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second third sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

Seller Indemnification. Seller will defend and indemnify Trust Depositor, the Trust, the Underlying Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second third sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Servicing Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

Seller Indemnification. Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Certificateholders and Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Offering Memorandum or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

Seller Indemnification. The Seller will defend and indemnify the Trust Depositor, the Trust, [the Underlying Trust,] the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by the Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by the Seller in this Agreement being untrue or incorrect (subject to the second third sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to the Trust Depositor by the Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of the Seller under this Section 6.01 shall not terminate upon a Service Servicing Transfer pursuant to Article VIII Eight of the Sale and Servicing Agreement and shall survive any termination of that agreement or of this Agreement.

Seller Indemnification. The Seller will agrees to indemnify, defend and indemnify Trust Depositorhold harmless Purchasers, their respective directors and officers and each Person, if any, who controls a Purchaser within the Trust, the Trustees, any agents meaning of the Trustees and Securities Act or the Noteholders Exchange Act, against any and all costs, expenses, losses, damages, claims and liabilitiesDamages, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of to which Purchasers or resulting from such person may become subject, under the Securities Act, Exchange Act or otherwise, insofar as such Damages relate to (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in any prospectus or registration statement for the Prospectus or in any amendment thereto or Shares, (ii) the omission or alleged omission by the Seller to state therein in any prospectus or registration statement for the Shares a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, or (iii) any violation by the Seller of the Securities Act, the Exchange Act, any rule or regulation promulgated thereunder or any other applicable Legal Requirement relating to any action or inaction by the Seller in each connection with the issuance or registration of the Shares; provided, however, that the Seller will not be liable in any such case to the extent, but only to the extent, extent that any such Damages arise out of or are based upon an untrue material statement or alleged untrue statement was material omission made by Seller in reasonable reliance upon and in conformity with written information regarding Lead Purchaser which is furnished in writing to Trust Depositor the Seller by Seller Lead Purchaser or its representatives specifically for use therein. Notwithstanding inclusion in any other provision of this Agreement, registration statement for the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this AgreementShares ("Non-Indemnity Events").