Indemnification by the Seller Sample Clauses

Indemnification by the Seller. Without limiting any other rights which the Trust may have hereunder or under applicable law, the Seller hereby agrees to indemnify the Trust and the Securitization Agent, and their respective officers, agents, trustees and assigns (collectively, the “Indemnified Parties”), from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable legal fees and disbursements, and any costs associated with the appointment of a Replacement Servicer, resulting from the Seller’s or Servicer’s breach of any of its duties or obligations hereunder (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or reasonably incurred by any of the Indemnified Parties and arising out of or as a result of the Seller’s or Servicer’s breach or violation of this Agreement, excluding, however, amounts (i) resulting solely from the failure of any Obligor to pay an amount owing under a Pool Receivable, or (ii) resulting from gross negligence or wilful misconduct on the part of the Trust or the Securitization Agent. Without limiting the generality of the foregoing but subject to the restrictions in clauses (i) and (ii) above, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts awarded or incurred as aforesaid relating to or resulting from: (a) the failure of any information contained in a Portfolio Report or a Portfolio Certificate to be true and correct (including the failure of a Pool Receivable included in the calculation of Net Receivables Pool Balance to be an Eligible Receivable as of the date of such calculation), or the failure of any other information provided to the Trust or the Securitization Agent with respect to Receivables or this Agreement to be true and correct; (b) the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Assets or the related Contract; or the failure of any Pool Assets or the related Contract to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Trust a valid and enforceable perfected first ranking (as against the Seller and creditors of the Seller) co-ownership interest in the Pool Receivables and the Related Security and Collections with re...

Indemnification by the Seller. (a) Subject to the terms of this Article 10, the Seller agrees to indemnify, defend, and hold harmless the Buyer and its Affiliates (including, without limitation, after the Closing, the Company) and their respective equityholders, members, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnified Parties”), from, against and for any and all Losses imposed upon, suffered by or incurred by any Buyer Indemnified Party resulting from, arising out of, with respect to or in connection with: (i) any breach or inaccuracy of any representation or warranty of the Seller or the Company contained in Article 2 or Article 3, (ii) any breach of any covenant or agreement of the Seller or the Company (prior to the Closing) contained in this Agreement, (iii) all Pre-Closing Taxes, (iv) any Indebtedness or Closing Date Transaction Expenses that are not included in the calculation of Indebtedness or Closing Date Transaction Expenses used to determine the final Purchase Price, in each case as finally determined pursuant to Section 1.8, and (v) the matters set forth on Schedule 10.2(a)(i). (b) Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 10.2(a)(i) for any Loss (other than with respect to Fundamental Representations, the representations and warranties in Section 2.11, or Fraud) unless and until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant to Section 10.2(a)(i) exceeds $1,800,000 (the “Threshold Indemnity Amount”), at which time the Buyer Indemnified Parties shall only be entitled to receive indemnification from the Seller for the amount of such Losses in excess of the Threshold Indemnity Amount, up to the remaining amount of the Indemnity Escrow

Indemnification by the Seller. Seller agrees to indemnify, defend and hold harmless the Buyer against and in respect of any loss, damage, deficiency, cost or expense (including without limitation, reasonable attorneys’ fees) resulting from any breach by Seller of any of the representations, warranties, covenants or agreements of Seller contained in this Agreement.

Indemnification by the Seller. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 4 herein, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities or any underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 5(a)) the Company and all other prospective sellers with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller or underwriter specifically stating that it is for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the prospective sellers, or any of their respective affiliates, directors, officers or controlling Persons and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Seller. Subject to the terms and conditions of this Article 6, following the Closing, the Seller (without any right of contribution from the Company) shall indemnify, defend and hold harmless Purchaser, its Affiliates, the Companies and their respective successors, assigns, officers, directors, employees, representatives and Agents (collectively, the “Purchaser Indemnified Persons”), from and against, and shall promptly pay or reimburse each Purchaser Indemnified Person for, any and all Losses suffered or incurred by any such Purchaser Indemnified Person (including any Losses suffered or incurred after the end of the applicable survival period, provided that a claim is made prior to the end of the applicable survival period in accordance with the terms of this Agreement), arising or resulting from or based upon (a) any breach of any representation or warranty contained in Article 4 hereof or any other representation or warranty made by the Seller or the Companies in this Agreement or any other Transaction Document, (b) the breach of any covenant of the Seller or the Companies contained in Article 5 hereof or any other covenant of the Seller or the Companies in this Agreement or any other Transaction Document, (c) any and all Transaction Expenses to the extent not set forth on Section 4.25 of the Company Disclosure Schedule, (d) any and all Indebtedness as of the date of this Agreement to the extent not set forth on Section 4.26 of the Company Disclosure Schedule, (e) Pre-Closing Taxes of the Companies, (f) the amount (if any) by which the Taconet Payments exceeds the Escrow Amount, and (g) any Taxes imposed on the Companies, including successors thereof, or any direct or indirect owner of the Companies or successor, arising as a result of or in connection with the Transactions.

Indemnification by the Seller. The Seller shall indemnify each Affected Person, within ten (10) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Affected Person or required to be withheld or deducted from a payment to such Affected Person and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority and (II) Taxes (other than Excluded Taxes) that arise because an Investment or any Capital is not treated for U.S. federal, state or local income and franchise tax purposes consistently with the Intended Tax Treatment (such indemnification will include any U.S. federal, state or local income and franchise taxes necessary to make such Affected Person whole on an after-Tax basis taking into account the taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon having knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice by the Administrative Agent or any Affected Person, the Seller shall pay such Indemnified Taxes directly to the relevant taxing authority or Governmental Authority (or to the Administrative Agent or such Affected Person if such Taxes have already been paid to the relevant taxing authority or Governmental Authority); provided that neither the Administrative Agent nor any Affected Person shall be under any obligation to provide any such notice to the Seller. A certificate as to the amount of such payment or liability delivered to the Seller by an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of an Affected Person, shall be conclusive absent manifest error. Notwithstanding anything to the contrary herein, the Servicer shall indemnify each Affected Person for the full amount of any Taxes described in clause (I) or clause (II) of this Section 4.03(c) to the extent that the Seller and its Affiliates have not already indemnified such Affected Person for such Taxes and without limiting any obligation of the Seller and its Affiliates to do so.

Indemnification by the Seller. (a) Without limiting any other rights that the Buyer, any assignee of the Buyer or any of such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or any of them as a result of any of the Indemnified Matters (as defined below), excluding, however, (a) Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party, and (b) Indemnified Amounts that have the effect of recourse for non–payment of the Transferred Assets due to credit problems of the Obligors (including bankruptcy or insolvency). If the Seller has made any indemnity payment pursuant to this Section 9.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, then the recipient shall repay to the Seller an amount equal to the amount it has collected from others in respect of such indemnified amounts. As used herein, “Indemnified Matters” means:

Indemnification by the Seller. From and after the Closing Date, the Purchaser and its Affiliates and their respective officers, directors, employees, agents, successors and assigns (each, a “Purchaser Indemnified Party”) shall be indemnified and held harmless by the Seller from and against all Losses, to the extent arising out of or resulting from: (a) the breach of any Seller Representation as of the date hereof or as of the Closing as though such Seller Representation was made as of the Closing, except for any such Seller Representation which specifically relates to another date, the breach of which shall be determined as of such other date; (b) the breach of any covenant or agreement by the Seller contained in this Agreement (including, for the avoidance of doubt, any breaches by the Seller of the covenants contained in Section 5.1); (c) the Excluded Assets or the Excluded Liabilities (including, for the avoidance of doubt, the Excluded Employee Liabilities, the Excess Liabilities and the Excluded Taxes); provided that nothing in this Agreement shall supersede the indemnification provisions in the Employee Benefits Matters Agreement); or (d) Seller’s portion of Conveyance Taxes in accordance with Section 5.13.

Indemnification by the Seller. The Seller agrees to indemnify and hold the Trustee, the Depositor, the Certificate Insurer and each Owner harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Certificate Insurer and any Owner sustain in any way related to the failure of Seller to perform its duties in compliance with the terms of this Agreement. The Seller shall immediately notify the Trustee, the Depositor, the Certificate Insurer and each Owner if a claim is made by a third party that the Servicer has failed to perform its obligations to service and administer the Home Equity Loans in compliance with the terms of this Agreement, and the Seller shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Depositor, the Servicer, the Seller, the Trustee, the Certificate Insurer and/or Owner in respect of such claim. The Trustee shall, in accordance with instructions received from the Seller, reimburse the Seller only from amounts otherwise distributable on the Class R Certificates for all amounts advanced by it pursuant to the preceding sentence, except when a final nonappealable adjudication determines that the claim relates directly to the failure of the Seller to perform its duties in compliance with the terms of this Agreement. The provisions of this Section 6.12 shall survive the termination of this Agreement and the payment of the outstanding Certificates. END OF ARTICLE VI

Indemnification by the Seller. From and after the Closing and subject to the terms and limitations of this Article 8, the Seller shall indemnify, defend and hold harmless the Purchaser Indemnified Parties from and against, and reimburse the Purchaser Indemnified Parties for, any and all Damages incurred or suffered by the Purchaser Indemnified Parties (whether involving a Third Party Claim or a claim solely among the parties) arising out of, resulting from, or in connection with: (a) any breach of, or inaccuracy in, any representation or warranty of the Seller contained in or made pursuant to Article 3 of this Agreement or in any certificate or other instrument delivered pursuant hereto; (b) any breach of, or failure to timely perform, any covenant or agreement of the Seller contained in or made pursuant to this Agreement, the Restructuring Agreements, the Pension Plan and Employee Benefit Plan Agreement, the License Agreement or in any certificate or other instrument delivered pursuant hereto or thereto, as applicable; or (c) subject to Section 8.2(c) of the Pension Plan and Employee Benefit Plan Agreement, any of the Indemnified Liabilities.