Transferor Indemnification Sample Clauses

Transferor Indemnification. (a) Transferor shall indemnify and hold harmless Issuer, the Certificate Trust, Certificate Trust Trustee, Indenture Trustee and Owner Trustee, and their respective officers, directors, employees and agents (each, an "Indemnified Person"), from and against any loss, liability, expense, damage or injury (i) suffered or sustained by reason of any acts or omissions or alleged acts or omissions arising out of or based upon the arrangement created by this Agreement and the other Transaction Documents, or (ii) arising from or incurred in connection with Owner Trustee's administration of Issuer and the performance of its duties pursuant to this Agreement or any other Transaction Document, including 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 Transferor shall not indemnify any such Indemnified Person if such acts, omissions or alleged acts or omissions constitute or are caused by fraud, negligence, or willful misconduct by such Indemnified Person; and provided, further, that Transferor shall not indemnify Issuer, the Certificate Trust or any Noteholder or Note Owner for any liabilities, costs or expenses with respect to any action taken by Certificate Trust Trustee at the direction of the Holders of Notes and Investor Certificates, or by Indenture Trustee at the direction of the Noteholders, in either case given in accordance with the applicable Transaction Documents; and provided, further, that Transferor shall not indemnify Issuer, the Certificate Trust or any Noteholder or Note Owner as to any losses, claims or damages incurred by any of them as owners of secured notes, for example, as a result of the performance of the Receivables, market fluctuations, a shortfall or failure to make payment under any Enhancement or other similar market or investment risks associated with ownership of secured notes; and provided, further, that Transferor shall not indemnify Issuer, the Certificate Trust or any Noteholder or Note Owner for any liabilities, costs or expenses of the Receivables Trust, Issuer, the Noteholders or the Note Owners arising under any tax law, including, without limitation, any federal, state, local or foreign income or franchise taxes or any other tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to...
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Transferor Indemnification. (a) Transferor shall indemnify and hold harmless Issuer, Indenture Trustee and Owner Trustee, and their respective officers, directors, employees and agents (each, an “Indemnified Person”), from and against any loss, liability, expense, damage or injury
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Transferor Indemnification. Subject to the indemnification limitations set forth in this Agreement, from and after the Closing Date, the Indemnity Holdback Amount shall be used to indemnify and hold harmless the Company, the Operating Partnership and each of their respective directors, officers, employees, agents, representatives and Affiliates (each of which is a “Company Indemnified Party”) from and against any and all Losses in excess of the greater of (i) 4.5% of the Indemnity Holdback Amount or (ii) $250,000, in each case in the aggregate, arising out of or relating to, asserted against, imposed upon or incurred by such Company Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Transferor or in any schedule, exhibit, certificate or affidavit or any other document delivered by the Transferor pursuant to this Agreement; provided, however, that the Transferor shall not have any obligation under this Section 5.02 to indemnify any Company Indemnified Party against any Losses to the extent that such Losses arise by virtue of the Company’s or the Operating Partnership’s breach of this Agreement, gross negligence, willful misconduct or fraud; provided further, however, that, to the extent such Losses relate to breach of a representation, warranty or covenant of the Transferor regarding a Person or the assets and liabilities of a Person that the Company or the Operating Partnership has or acquires an interest in from a Person other than the Transferor, the indemnification pursuant to this Section 5.02 shall be limited to the portion of such Losses attributable to the interest acquired from the Transferor pursuant to this Agreement. The Transferor hereby grants to the Operating Partnership a security interest in the Company Shares held as the Indemnity Holdback Amount to secure the indemnification obligations set forth in this Section 5.02.
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Transferor Indemnification. 39 12.3. Partnership Indemnification ........................... 40 12.4. General Partner Indemnification ....................... 40 12.5. Indemnification Threshold ............................. 41 -iii- 5 ARTICLE XIII EMPLOYEES ................................................... 41
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Transferor Indemnification. (a) For a period of eighteen (18) months from Closing, Transferor shall keep and save the Partnership harmless from and shall indemnify and defend the Partnership against any and all obligations, judgments, liabilities, penalties, violations, fees, fines, claims, losses, costs, demands, damages, liens, encumbrances and expenses including reasonable attorneys' fees (collectively, "Damages"), whether direct or consequential and no matter how arising, in any way related to, connected with or arising or resulting from (i) any material breach of any representation or warranty of Transferor under this Agreement, (ii) any material breach or default by Transferor of any covenant or agreement of Transferor under this Agreement; and (iii) the Excluded Assets. Transferor shall forever hold the Partnership harmless with respect to the Excluded Liabilities. If any lien, claim, charge or order for the payment of money shall be filed against the Assets or any portion thereof, or against the Partnership or its respective assigns, based on any act or omission or alleged act or omission of Transferor, or its agents, representatives or employees, and whether or not such lien, claim, charge or order shall be valid or enforceable, within ten (10) days after notice to Transferor of the filing thereof, Transferor shall take any and all actions, by bonding, deposit, payment or otherwise, as it deems reasonably necessary to remove and satisfy such lien, claim, charge or order.
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Transferor Indemnification. The Transferor shall indemnify and hold harmless the Servicer (but solely from the amounts to be distributed as set forth in Section 12.02(d)(xiv) of the Trust and Security Agreement) from and against any loss, liability, expense, damage or injury suffered or sustained by the Servicer, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, which arises out of the Servicer's activities hereunder; provided, however, that the Transferor shall not indemnify the Servicer if the Servicer's activities constituted fraud, willful misconduct, gross negligence (which includes negligence with respect to the duties of the Servicer which are explicitly set forth in this Agreement) or breach of fiduciary duty by the Servicer.
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Transferor Indemnification. In the event Transferee becomes aware of a third-party claim that Transferee reasonably believes may result in a demand for indemnification pursuant to this Section 12.6(a), Transferee shall notify Transferor and the Stockholder Representative of such claim, and Transferor and the Stockholder Representative shall be entitled, at their expense, to participate in and be involved in, but not to determine or conduct, the defense of such claim. Transferee shall have the right, in its sole discretion, to conduct the defense of and settle any such claim; provided, however, that except with the consent of Transferor and the Stockholder Representative, no settlement of any such claim with third-party claimants shall be determinative of the amount of Losses relating to such matter. In the event that the Stockholder Representative and Transferor have consented to any such settlement, the Indemnifying Stockholders and Transferor shall have no power or authority to object under any provision of this Article XII to the amount of any claim by Transferee against the Indemnifying Stockholders or Transferor with respect to such settlement.
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Related to Transferor Indemnification

  • Lessor Indemnification Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which existed as a result of Hazardous Substances on the Premises prior to the Start Date or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

  • 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.

  • Successor Indemnification If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case may be.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Servicer Indemnification The Owner shall indemnify and hold harmless from and shall reimburse the Servicer for any losses, damages, deficiencies, claims, causes of action or expenses of any nature (including, but not limited to reasonable attorneys' fees) incurred by the Servicer which arise out of or result from the Owner's gross negligence or willful failure to perform any of its obligations under this Agreement.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Director Indemnification URSI shall have obtained directors and officers liability insurance from a reputable insurance company in type and amount as is customary for companies similarly situated and URSI shall have entered into an indemnification agreement with each STOCKHOLDER, if any, who will become a director of URSI substantially in the form attached as Annex VII.

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