Common use of Seller's Indemnification of Purchaser Clause in Contracts

Seller's Indemnification of Purchaser. In addition to Seller's repurchase obligations described in Section 7.1(F), but subject to the duration of its representations and warranties provided in Section 7.1 (F), Seller shall indemnify, defend and hold Purchaser, its employees, officers, directors and agents harmless from Adverse Consequences arising out of: (A) The extension of credit to the Dealers and other Obligors made on or prior to the close of business on the Initial Closing Date other than in compliance with Requirements of Law (whether known or unknown, contingent or matured), as appropriate; (B) The maintenance of micrographic records by Seller and the cooperation of Seller with Purchaser for delivering documents for which no written or electronic image copies have been delivered to Purchaser; (C) Any material breach of any representations, warranties or covenants of Seller contained herein or in any document or instrument delivered by Seller; and (D) Seller's intentional misconduct or negligence relating to the performance of Seller's obligations hereunder.

Seller's Indemnification of Purchaser. In addition Seller agrees to Seller's repurchase obligations described in Section 7.1(F), but subject to the duration of its representations and warranties provided in Section 7.1 (F), Seller shall indemnify, defend and hold Purchaser harmless of and from any claim, damage, liability, loss, cost or expense (including, without limitation, reasonable attorneys' fees and expenses) or any other liability of every nature, kind and description whatsoever including, without limitation, acts or liabilities to third parties incurred or suffered by Purchaser, its employees, officers, directors and agents harmless by reason of or resulting from Adverse Consequences or arising out of: (A) The extension operation of credit to the Dealers and other Obligors made on or Business by the Seller prior to the close of business on the Initial Closing Date other than in compliance with Requirements of Law Cut-off Time (whether known or unknown, contingent or matured). Seller's indemnification shall include, as appropriate;without limitation, indemnification for violations of Requirements of Law by Seller prior to the Cut-off Time; or (B) The maintenance of micrographic records by Seller and the cooperation of Seller with Purchaser for delivering documents for which no written Any material misrepresentation or electronic image copies have been delivered to Purchaser; (C) Any material breach of any of Seller's representations, warranties or covenants of Seller covenant contained herein or in any document or instrument delivered by SellerSeller hereunder; andor (DC) Seller's intentional misconduct The termination of any agreements or negligence relating relationships concerning the Assets or the Business (including, but not limited to, any Benefits Agreement and any Endorsement Agreement not assigned to Purchaser pursuant to the performance of Seller's obligations hereunderAssignment and Assumption Agreement referred to in Section 7.1(F)).