Examples of Sale Indemnified Party in a sentence
If for any reason the indemnification provided above in this Section 9.1 is unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold such Purchase and Sale Indemnified Party harmless, then each Originator agrees that it shall contribute to the amount paid or payable by such Purchase and Sale Indemnified Party to the maximum extent permitted under applicable law.
Indemnification hereunder shall be in an amount necessary to make the Sale Indemnified Party whole after taking into account any tax consequences to the Sale Indemnified Party of the receipt of the indemnity provided hereunder, including the effect of such tax or refund on the amount of tax measured by net income or profits which is or was payable by the Sale Indemnified Party.
If for any reason the indemnification provided above in this Section 9.1 is unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold such Purchase and Sale Indemnified Party harmless, then each Transferor agrees that it shall contribute to the amount paid or payable by such Purchase and Sale Indemnified Party to the maximum extent permitted under applicable law.
HOWEVER, (i) Sale Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Sale Indemnified Party, (ii) any indemnification which has the effect of recourse to any Originator for non-payment of Receivables originated by such Originator due to credit problems of the Obligors on such Receivables and (iii) any tax based upon or measured by net income.
If Transferor elects to assume the defense of a Third Party Claim, the Purchase and Sale Indemnified Party will (i) cooperate in all reasonable respects with Transferor in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without Transferor's prior written consent, as the case may be.
Indemnification hereunder shall be in an amount necessary to make the Sale Indemnified Party whole after taking into account any tax consequences to the Sale Indemnified Party attributable to the receipt of the indemnity provided hereunder, including the effect of such tax or refund on the amount of tax measured by net income or profits which is or was payable by the Sale Indemnified Party.
If Parent Originator shall assume the defense of any Third Party Claim, the Purchase and Sale Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense.
The parties acknowledge that the effect of this Section is to, among other things, entitle a Sale Indemnified Party to indemnification for Sale Indemnified Amounts arising out of such party's own negligence.
Should Transferor so elect to assume the defense of a Third Party Claim, Transferor will not be liable to the Purchase and Sale Indemnified Party for any legal expenses subsequently incurred by the Purchase and Sale Indemnified Party in connection with the defense thereof.
Anything contained in this Agreement to the contrary notwithstanding, Transferor shall not be entitled to assume the defense of any part of a Third Party Claim that seeks an order, injunction or other equitable relief or relief for other than money damages against the Purchase and Sale Indemnified Party.