Servicer’s Indemnification Sample Clauses
The Servicer’s Indemnification clause requires the servicer to compensate and protect the other party from losses, damages, or liabilities arising from the servicer’s actions or omissions. Typically, this means that if the servicer breaches the agreement, acts negligently, or engages in misconduct, they are responsible for covering any resulting costs, including legal fees or third-party claims. This clause serves to allocate risk by ensuring that the party relying on the servicer’s performance is not financially harmed by the servicer’s mistakes or wrongful acts.
Servicer’s Indemnification. Servicer shall indemnify and hold harmless Fundrise and its trustee, directors, officers, employees and agents from and against any third party claims, losses, reasonable attorneys’ fees, damages, liabilities, costs, expenses, or suits for injury to any person, damage to or loss of property, or any other claim directly arising out of any grossly negligent or willful act or omission of Servicer, its employees, agents, or subcontractors or arising from the breach or performance by it of this Agreement or any other agreement, instrument, or document executed in connection with this Agreement.
Servicer’s Indemnification. Servicer agrees to indemnify, defend and hold Lender harmless from and against any and all losses, damages, costs, claims, expenses (including reasonable attorneys fees) and liabilities to third parties growing out of or resulting from (i) the failure of Servicer to comply with all applicable Credit Collection Laws; (ii) the actions of any of the agents, representatives or employees of Servicer taken in connection with the collection activities with respect to the Assets; (iii) the misapplication (whether negligent or intentional), misappropriation, conversion or theft of any part of the Collateral by any officer, employee, agent or representative of Servicer; (iv) a Servicer Termination Event, or (v) fraud or material misrepresentation. No indemnification under this Section shall provide recourse to Servicer for the collectibility of any Asset or repayment of any Loan.
Servicer’s Indemnification. SERVICERS shall indemnify, defend, protect, and hold IPAYMENT, its Affiliates and their respective officers, directors, employees, attorneys, and permitted assigns, harmless from and against any Losses arising directly from:
(i) Any failure by SERVICERS to comply with any Material term or condition of this Agreement applicable to SERVICERS, or the failure of any warranty or representations made by SERVICERS to be true and correct;
(ii) Any claim for which SERVICERS has otherwise agreed herein to pay or indemnify IPAYMENT; and
(iii) Any Losses caused by SERVICERS' breach of a Merchant Processing Agreement.
Servicer’s Indemnification. Any failure by SERVICERS to comply with any Material term or condition of this Agreement applicable to SERVICERS, or the failure of any warranty or representations made by SERVICERS to be true and correct; (ii) Any claim for which SERVICERS has otherwise agreed herein to pay or indemnify IPAYMENT; and (iii) Any Losses caused by SERVICERS' breach of a Merchant Processing Agreement. 12.3
Servicer’s Indemnification. SERVICERS, jointly and severally, shall indemnify, defend, protect, and hold ISO, its Affiliates and their respective officers, directors, employees, attorneys, permitted assigns, Other MSP’s and IC’s harmless from and against any Losses and credit/fraud losses arising directly from:
(a) Any failure by SERVICERS to comply with any Material term or condition of this Agreement applicable to SERVICERS, or the failure of any warranty or representations made by SERVICERS in this Agreement to be true and correct;
(b) Any claim for which SERVICERS have otherwise agreed herein to pay or indemnify ISO;
(c) Any Losses caused by SERVICERS’ breach of a Merchant Processing Agreement;
(d) Any negligence, misrepresentation or willful misconduct on the part of SERVICERS or any of their employees or agents related to this Agreement; and
(e) Any claim by any third party related to this Agreement of a Merchant in the Merchant Portfolio that SERVICERS’ Intellectual Property violates or infringes any proprietary right of such third party, without any limitation of liability whatsoever.
Servicer’s Indemnification. In the event that the Servicer fails to produce an original note or installment contract that was in its possession pursuant to Section 3.3 within five (5) Business Days after required or requested pursuant to Section 3.3(d), and provided that (i) the Servicer previously notified the Trust that it was in possession of such document; (ii) such document is not outstanding pursuant to a request for release of documents under Section 3.3(d); and (iii) such document was held by the Servicer on behalf of the Trust (a “Receivable File Delivery Failure”), then the Servicer shall indemnify the Trust, Insurer and Trustee in accordance with the succeeding sentence of this Section 3.3(g). The Servicer shall indemnify and hold harmless Trust, Insurer and Trustee (individually and in its capacity as such), and each of their respective officers, directors, employees and agents from and against any and all direct liabilities, obligations, losses, payments, costs or expenses (including reasonable legal fees and expenses, if any) of any kind whatsoever that may be imposed on, incurred or asserted against Trust, Trustee, Insurer or the Holders as the result of such Receivable File Delivery Failure. Indemnification under this Subsection (g) shall survive termination of this Agreement and the resignation or removal of the Trustee, as the case may be. If Servicer shall have made any indemnity payments to Trustee or Insurer pursuant to this Section and Trustee or Insurer thereafter shall collect any of such amounts from Persons other than Servicer, Trust, Trustee or Insurer, as the case may be, shall, as soon as practicable following such receipt thereof, repay such amounts to Servicer, without interest.
Servicer’s Indemnification. As a material inducement to Owner to enter into this Agreement, Servicer hereby unconditionally and irrevocably covenants and agrees to indemnify, defend and hold each Owner Indemnitee harmless against any and all Owner Losses actually and reasonably incurred in connection with any claim(s) against any Owner Indemnitee which are finally determined to have been primarily caused by Servicer’s negligence, bad faith or willful misconduct in connection with Servicer’s performance under this Agreement, unless the relevant actions were taken with the consent of Owner or at the direction of Owner; provided, however, if and to the extent that such Owner Losses are covered and actually paid by insurance or the fidelity bond required to be maintained by Servicer pursuant to Section 12.2, the Owner Indemnitees will be indemnified only to the extent of any deductible and any uninsured Owner Losses of the type described above. Servicer further covenants and agrees to make full and timely payment to each and every Owner Indemnitee of any reasonable expenses (including reasonable attorneys’ fees) which such Owner Indemnitee may incur in the enforcement of this Section 11.2 against Servicer.
Servicer’s Indemnification. The Servicer shall indemnify and hold harmless the Trust, the Insurer, the Trustee (individually and in its capacity as such), each of their respective officers, directors, employees and agents, and the Holders from and against any and all direct liabilities, obligations, losses, payments, costs or expenses (including reasonable legal fees and expenses, if any) of any kind whatsoever that may be imposed on, incurred or asserted against the Trust, the Trustee, the Insurer or the Holders as the result of the Servicer’s acting as custodian for the Receivable Files, including without limitation, any failure by the Servicer to produce an original note or installment contract with respect to any Receivable. Indemnification under this Subsection (g) shall survive termination of this Agreement and the resignation or removal of the Trustee, as the case may be. If Servicer shall have made any indemnity payments to Trustee or Insurer pursuant to this Section and Trustee or Insurer thereafter shall collect any of such amounts from Persons other than Servicer, Trust, Trustee or Insurer, as the case may be, shall, as soon as practicable following such receipt thereof, repay such amounts to Servicer, without interest.
Servicer’s Indemnification