Common use of By the Purchaser Clause in Contracts

By the Purchaser. The Purchaser shall indemnify, defend, and hold harmless the Seller and any officer, director, employee or agent of the Seller (each, a “Seller Indemnified Person”) against, any and all Losses as a result of any Third Party Claim to the extent arising from (x) any breach of any representation, warranty or covenant of the Purchaser contained herein, (y) any act of gross negligence or willful misconduct of the Purchaser relating to the Purchased Loans occurring after the applicable Purchase Date, and (z) the acts or omissions of any servicer or relating to the servicing of the Purchased Loans, in either case occurring after the applicable Purchase Date. Notwithstanding the foregoing, (a) the Purchaser shall have no obligation to indemnify any Seller Indemnified Person for any matter that arises, or for which the Claim Notice by the Seller Indemnified Person in accordance with Section 9.03 is made, other than with respect to a Loss arising as described above from a breach of a covenant, more than three (3) years, after the applicable Purchase Date, and (b) the Purchaser’s indemnification obligations shall not arise to the extent the related Loss relates to (1) the acts or omissions of the Seller or its Affiliates, designees, or subcontractors occurring prior to the applicable Purchase Date, (2) the acts or omissions of any servicer or to the servicing of the Purchased Loans prior to the applicable Purchase Date, (3) the breach of any representation or warranty made or given to or for the benefit of the Purchaser by the Seller under this Agreement or (4) the gross negligence or willful misconduct of the Seller. Notwithstanding the limitation in clause (a) of the immediately preceding sentence, any obligation to indemnify, defend and hold harmless pursuant to this Section 9.02 shall not terminate with respect to any item as to which any Seller Indemnified Person shall have, before the expiration of the applicable survival period, previously made a bona fide claim by delivering notice of such claim to the Purchaser indemnifying party in accordance with this Section 9.02 until final resolution of such claim. Further notwithstanding any other provision of this Agreement, the Seller will not be entitled to indemnity pursuant to this Section 9.02 unless the aggregate amount for all Losses that are subject to indemnification pursuant to this Section 9.02 exceeds, on an annual basis, the Deductible Amount, and then only to the extent of such excess. This Section shall survive any termination of this Agreement.

By the Purchaser. The From and after the Closing, the Purchaser shall indemnify, defend, agrees to indemnify and hold harmless the Seller each Seller, each Non-Company Affiliate and any officer, each director, officer or employee or agent of any of the foregoing (collectively, "SELLER INDEMNITEES") from and against any Damages incurred or sustained by Seller (each, a “Seller Indemnified Person”) against, any and all Losses Indemnitees as a result of (i) the breach by the Purchaser of any Third Party Claim to the extent covenant, representation or warranty set forth in this Agreement, (ii) any liability arising from the Marsxxxx Xxxe after the Closing Date and (xiii) any breach liability or obligation of any representationSeller or any Non-Company Affiliate for any obligation or liability of whatever kind or nature, warranty primary or covenant of the Purchaser contained hereinsecondary, (y) any act of gross negligence direct or willful misconduct of the Purchaser relating to the Purchased Loans occurring indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or after the applicable Purchase Closing Date, and (z) of either Company or any of its subsidiaries, provided that the acts or omissions foregoing shall not apply to any Seller in respect of any servicer items that such Seller has expressly agreed to pay or relating to the servicing of the Purchased Loans, in either case occurring after the applicable Purchase Date. Notwithstanding the foregoing, (a) the Purchaser shall have no obligation to indemnify perform or any Seller Indemnified Person for any matter that arises, or for which the Claim Notice by the Seller Indemnified Person in accordance with Section 9.03 is made, other than with respect to a Loss arising as described above from a breach of a covenant, more than three (3) years, after the applicable Purchase Date, and (b) the Purchaser’s indemnification obligations shall not arise Damages to the extent the related Loss relates Purchaser is entitled to indemnification therefor pursuant to Section 7.2.1, provided, further, that there shall not be any duplicative payments or indemnities by the Purchaser. The amount of any Damages incurred by Seller Indemnitees shall be reduced by the net amount the Seller Indemnitees recover (1) after deducting all attorneys' fees, expenses and other costs of recovery from any insurer or other party liable for such Damages, and the acts or omissions Sellers, on behalf of the Seller or its AffiliatesIndemnitees, designees, or subcontractors occurring prior shall use reasonable efforts to the applicable Purchase Date, (2) the acts or omissions of effect any servicer or to the servicing of the Purchased Loans prior to the applicable Purchase Date, (3) the breach of any representation or warranty made or given to or for the benefit of the Purchaser by the Seller under this Agreement or (4) the gross negligence or willful misconduct of the Seller. Notwithstanding the limitation in clause (a) of the immediately preceding sentence, any obligation to indemnify, defend and hold harmless pursuant to this Section 9.02 shall not terminate with respect to any item as to which any Seller Indemnified Person shall have, before the expiration of the applicable survival period, previously made a bona fide claim by delivering notice of such claim to the Purchaser indemnifying party in accordance with this Section 9.02 until final resolution of such claim. Further notwithstanding any other provision of this Agreement, the Seller will not be entitled to indemnity pursuant to this Section 9.02 unless the aggregate amount for all Losses that are subject to indemnification pursuant to this Section 9.02 exceeds, on an annual basis, the Deductible Amount, and then only to the extent of such excess. This Section shall survive any termination of this Agreementrecovery.

By the Purchaser. The Purchaser shall indemnify, defend, and hold harmless the Seller and any officer, director, employee or agent of the Seller (each, a “Seller Indemnified Person”) against, any and all Losses as a result of any Third Party Claim to the extent arising from (x) any breach of any representation, warranty or covenant of the Purchaser contained herein, ; (y) any act of gross negligence or willful misconduct of the Purchaser relating to the Purchased Loans occurring after the applicable Purchase Date, ; and (z) the acts or omissions of any servicer or relating to the servicing of the Purchased Loans, in either case occurring after the applicable Purchase Date. Notwithstanding the foregoing, (a) the Purchaser shall have no obligation to indemnify any Seller Indemnified Person for any matter that arises, or for which the Claim Notice by the Seller Indemnified Person in accordance with Section 9.03 is made, other than with respect to a Loss arising as described above from a breach of a covenant, more than three (3) years, after the applicable Purchase Date, and (b) the Purchaser’s indemnification obligations shall not arise to the extent the related Loss relates to (1) the acts or omissions of the Seller or its Affiliates, designees, or subcontractors occurring prior to the applicable Purchase Date, (2) the acts or omissions of any servicer or to the servicing of the Purchased Loans prior to the applicable Purchase Date, (3) the breach of any representation or warranty made or given to or for the benefit of the Purchaser by the Seller under this Agreement or (4) the gross negligence or willful misconduct of the Seller. Notwithstanding the limitation in clause (a) of the immediately preceding sentence, any obligation to indemnify, defend and hold harmless pursuant to this Section 9.02 shall not terminate with respect to any item as to which any Seller Indemnified Person shall have, before the expiration of the applicable survival period, previously made a bona fide claim by delivering notice of such claim to the Purchaser indemnifying party in accordance with this Section 9.02 until final resolution of such claim. Further notwithstanding any other provision of this Agreement, the Seller will not be entitled to indemnity pursuant to this Section 9.02 unless the aggregate amount for all Federal Buyer Losses that are subject to indemnification pursuant to this Section 9.02 exceedsexceed, on an annual basis, the Deductible Amount, and then only to the extent of such excess. This Section shall survive any termination of this Agreement.

By the Purchaser. The Purchaser shall indemnify, defend, agrees to indemnify and ---------------- hold harmless the Seller Sellers and their respective Affiliates, and their respective shareholders, partners, directors, officers, employees, agents, successors and assigns (each an "indemnified person") from and against, and to reimburse any officer, director, employee or agent of the Seller (each, a “Seller Indemnified Person”) againstsuch indemnified person when incurred with respect to, any and all Losses as a result incurred by such indemnified person by reason of any Third Party Claim to the extent or arising from out of or in connection with (x) any breach of any representation, warranty or covenant of the Purchaser contained herein, (y) any act of gross negligence or willful misconduct of the Purchaser relating to the Purchased Loans occurring after the applicable Purchase Date, and (z) the acts or omissions of any servicer or relating to the servicing of the Purchased Loans, in either case occurring after the applicable Purchase Date. Notwithstanding the foregoing, (a) the Purchaser shall have no obligation to indemnify any Seller Indemnified Person for any matter that arises, or for which the Claim Notice by the Seller Indemnified Person in accordance with Section 9.03 is made, other than with respect to a Loss arising as described above from a breach of a covenant, more than three (3) years, after the applicable Purchase Date, and (b) the Purchaser’s indemnification obligations shall not arise to the extent the related Loss relates to (1) the acts or omissions of the Seller or its Affiliates, designees, or subcontractors occurring prior to the applicable Purchase Date, (2) the acts or omissions of any servicer or to the servicing of the Purchased Loans prior to the applicable Purchase Date, (3i) the breach of any representation or warranty made by or given to or for the benefit on behalf of the Purchaser by the Seller under contained in this Agreement or any other Purchaser Document or any exhibit hereto or thereto or in any Schedule or certificate furnished or to be furnished to the Sellers pursuant to or in connection with this Agreement, a Purchaser Document or any of the transactions hereby contemplated, (4ii) the gross negligence or willful misconduct failure of the Seller. Notwithstanding Purchaser to perform any agreement required by this Agreement or any Purchaser Document to be performed by it, (iii) the limitation in clause (a) allegation by any third party of the immediately preceding sentence, existence of any obligation or state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf of the Purchaser contained in this Agreement or any other Purchaser Document or any exhibit hereto or thereto or in any Schedule or certificate furnished or to indemnify, defend and hold harmless be furnished to the Sellers pursuant to or in connection with this Section 9.02 shall not terminate with respect to Agreement, a Purchaser Document or any item as to which any Seller Indemnified Person shall have, before the expiration of the applicable survival periodtransactions hereby contemplated, previously made a bona fide claim by delivering and (iv) any Assumed Liability which such indemnified person is required to pay, perform or discharge. Each indemnified person agrees to give prompt notice of such claim to the Purchaser indemnifying of any claim by any third party in accordance with for which such indemnified party may request indemnification under this Section 9.02 until final resolution 12.02 (except any failure or delay to give such notice shall not relieve the Purchaser of such claim. Further notwithstanding any other provision of this Agreement, the Seller will not be entitled to indemnity pursuant to this Section 9.02 its obligations hereunder unless the aggregate amount for all Losses that are subject to indemnification pursuant to this Section 9.02 exceeds, on an annual basis, the Deductible Amount, and then only to the extent extent, if at all, that the Purchaser has been irrevocably prejudiced directly by reason of such excess. This Section shall survive any termination of this Agreementfailure or delay).

By the Purchaser. The Purchaser shall indemnifywill, defendas to each registration in which such Purchaser is participating, indemnify the Company, each of its directors, managers and officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company within the meaning of the Securities Act and each other holder of Company securities as to such registration is being effected and such other holders, officers, directors and each person controlling such other holder, against all claims, losses, expenses, damages and liabilities (or actions in respect thereof) including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and hold harmless will reimburse the Seller Company and its officers, persons and underwriters and such other holders, officers, managers and directors for any officerreasonable legal or any other expenses incurred in connection with investigating, directordefending or settling any such claim, employee loss, damage, liability or agent of action, in each case to the Seller extent, but only to the extent, that such untrue statement (eachor alleged untrue statement) or omission (or alleged omission) is made in such registration statement, a “Seller Indemnified Person”prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Purchaser specifically for use therein; PROVIDED, HOWEVER, that (i) against, any and all Losses as a result the indemnity agreement contained in this Section 5.8((b)) shall not apply to amounts paid in settlement of any Third Party Claim to such claim, loss, damage, liability or action if such settlement is effected without the extent arising from (x) any breach of any representation, warranty or covenant consent of the Purchaser contained herein, (y) any act of gross negligence or willful misconduct of the Purchaser relating to the Purchased Loans occurring after the applicable Purchase Date, and (zii) that the acts or omissions of any servicer or relating to the servicing of the Purchased Loans, in either case occurring after the applicable Purchase Date. Notwithstanding the foregoing, (a) total amount for which the Purchaser shall have no obligation to indemnify any Seller Indemnified Person for any matter that arises, or for which the Claim Notice by the Seller Indemnified Person in accordance with be liable under this Section 9.03 is made, other than with respect to a Loss arising as described above from a breach of a covenant, more than three (35.8(b) years, after the applicable Purchase Date, and (b) the Purchaser’s indemnification obligations shall not arise to the extent the related Loss relates to (1) the acts or omissions of the Seller or its Affiliates, designees, or subcontractors occurring prior to the applicable Purchase Date, (2) the acts or omissions of in any servicer or to the servicing of the Purchased Loans prior to the applicable Purchase Date, (3) the breach of any representation or warranty made or given to or for the benefit of the Purchaser by the Seller under this Agreement or (4) the gross negligence or willful misconduct of the Seller. Notwithstanding the limitation in clause (a) of the immediately preceding sentence, any obligation to indemnify, defend and hold harmless pursuant to this Section 9.02 shall not terminate with respect to any item as to which any Seller Indemnified Person shall have, before the expiration of the applicable survival period, previously made a bona fide claim by delivering notice of such claim to the Purchaser indemnifying party in accordance with this Section 9.02 until final resolution of such claim. Further notwithstanding any other provision of this Agreement, the Seller will not be entitled to indemnity pursuant to this Section 9.02 unless event exceed the aggregate amount for all Losses that are subject to indemnification pursuant to this Section 9.02 exceeds, on an annual basis, proceeds received by such Purchaser from the Deductible Amount, and then only to the extent sale of Registrable Securities held by such excess. This Section shall survive any termination of this AgreementPurchaser in such registration.