Common use of Additional Indemnification by the Seller; Third Party Claims Clause in Contracts

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify any Purchaser and its present and former directors, officers, employees and agents and the Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's indemnification obligation under this Subsection 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of the Seller to perform its duties and the Interim Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of Seller's representations, warranties and covenants set forth in this Agreement. For purposes of this clause "

Appears in 31 contracts

Samples: Indemnification and Contribution Agreement (Morgan Stanley Mortgage Loan Trust 2006-5ar), Indemnification and Contribution Agreement (Morgan Stanley Mortgage Loan Trust 2006-17xs), Indemnification and Contribution Agreement (Morgan Stanley Mortgage Loan Trust 2006-15xs)

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Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify any the Purchaser and its present and former directors, officers, employees and agents and the any Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's indemnification obligation under this Subsection 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of the Seller to perform its duties and the Interim Servicer or to service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of Seller's representations, warranties and covenants set forth in this Agreement. For purposes of this clause paragraph "

Appears in 18 contracts

Samples: Mortgage Loan Purchase and Warranties Agreement (Morgan Stanley Abs Capital I Inc Series 2004-He1), Mortgage Loan Purchase and Warranties Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He2), Mortgage Loan Purchase and Warranties Agreement (Morgan Stanley ABS Capital I Inc. Trust 2005-He2)

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify any the Purchaser and its present and former directors, officers, employees and agents and the any Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's indemnification obligation under this Subsection 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of the Seller to perform its duties and the Interim Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of Seller's representations, warranties and covenants set forth in this AgreementAgreement (provided that such costs shall not include any lost profits). For purposes of this clause paragraph "

Appears in 13 contracts

Samples: Mortgage Loan Purchase and Warranties Agreement (Morgan Stanley Home Equity Loan Trust 2005-4), Assignment and Recognition Agreement (Morgan Stanley Home Equity Loan Trust Series 2005-3), Assignment and Recognition Agreement (Morgan Stanley Ixis Real Estate Capital Trust 2006-2)

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify any Purchaser and its present and former directors, officers, employees and agents and the Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's ’s indemnification obligation under this Subsection 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of the Seller to perform its duties and the Interim Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of Seller's ’s representations, warranties and covenants set forth in this Agreement. For purposes of this clause "“Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement and “

Appears in 12 contracts

Samples: Mortgage Loan Purchase and Warranties Agreement (Morgan Stanley Mortgage Loan Trust 2007-5ax), And Warranties Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax), Assignment and Conveyance Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar)

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify any the Purchaser and its present and former directors, officers, employees and agents and the any Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's indemnification obligation under this Subsection 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of the Seller to perform its duties and the Interim Servicer or to service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of Seller's representations, warranties and covenants set forth in this Agreement. For purposes of this clause paragraph "

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He2), Mortgage Loan Purchase and Warranties Agreement (Morgan Stanley Abs Capital I Inc Series 2004-He1), Mortgage Loan Purchase and Warranties Agreement (Morgan Stanley Abs Capital I Inc Series 2004-He1)

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify any Purchaser and its present and former directors, officers, employees and agents and the Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's ’s indemnification obligation under this Subsection 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of the Seller to perform its duties and the Interim Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of Seller's ’s representations, warranties and covenants set forth in this Agreement. For purposes of this clause "“Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement and “

Appears in 3 contracts

Samples: Mortgage Loan Purchase and Warranties Agreement (Morgan Stanley Mortgage Loan Trust 2007-5ax), Mortgage Loan Purchase and Warranties Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar), Mortgage Loan Purchase and Warranties Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar)

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify any the Purchaser and its present and former directors, officers, employees and agents and the any Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's indemnification obligation under this Subsection Section 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of the Seller to perform its duties and the Interim Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of Seller's representations, warranties and covenants set forth in this AgreementAgreement (provided that such costs shall not include any lost profits). For purposes of this clause paragraph "

Appears in 2 contracts

Samples: Assignment and Recognition Agreement (Morgan Stanley ABS Capital I Inc. IXIS Real Estate Capital Trust 2007-He1), Assignment and Recognition Agreement (Natixis Real Estate Capital Trust 2007-He2)

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify any the Purchaser and its present and former directors, officers, employees and agents and the any Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's indemnification obligation obligations under this Subsection 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of the Seller to perform its duties and the Interim Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of the Seller's representations, warranties and covenants set forth in this Agreement. For purposes of this clause paragraph "

Appears in 2 contracts

Samples: Indemnification and Contribution Agreement (Morgan Stanley Home Equity Loan Trust 2007-1), Assignment and Recognition Agreement (Morgan Stanley Ixis Real Estate Capital Trust 2006-2)

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify any Purchaser and its present and former directors, officers, employees and agents and the Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's indemnification obligation under this Subsection 14.0115.01) and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of the Seller to perform its duties and the Interim Servicer to service the Mortgage Loans in strict substantial and material compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of Seller's representations, warranties and covenants set forth in this Agreement. For purposes of this clause "

Appears in 2 contracts

Samples: Mortgage Loan Purchase and Warranties Agreement (Morgan Stanley Mortgage Loan Trust 2006-6ar), Mortgage Loan Purchase and Warranties Agreement (Morgan Stanley Mortgage Loan Trust 2006-3ar)

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify any the Purchaser and its present and former directors, officers, employees and agents and the any Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's indemnification obligation under this Subsection Section 14.01) and related costs, judgments, and any other reasonable costs, fees and expenses that such parties may sustain in any way related to the failure of the Seller to perform its duties and the Interim Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of Seller's representations, warranties and covenants set forth in this AgreementAgreement (provided that such costs shall not include any lost profits). For purposes of this clause paragraph "

Appears in 2 contracts

Samples: Assignment and Recognition Agreement (Morgan Stanley ABS Capital I Inc. IXIS Real Estate Capital Trust 2007-He1), Assignment and Recognition Agreement (Natixis Real Estate Capital Trust 2007-He2)

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Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify any the Purchaser and its present and former directors, officers, employees and agents and the any Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's indemnification obligation under this Subsection Section 14.01) and related costs, judgments, and any other reasonable costs, fees and expenses that such parties may sustain in any way related to the failure of the Seller to perform its duties and the Interim Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of Seller's representations, warranties and covenants set forth in this AgreementAgreement (provided that such costs shall not include any lost profits). For purposes of this clause paragraph "

Appears in 1 contract

Samples: Assignment and Recognition Agreement (Natixis Real Estate Capital Trust 2007-He2)

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify any the Purchaser and its present and former directors, officers, employees and agents and the any Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's ’s indemnification obligation obligations under this Subsection 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of the Seller to perform its duties and the Interim Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of the Seller's ’s representations, warranties and covenants set forth in this Agreement. For purposes of this clause "paragraph “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement and “

Appears in 1 contract

Samples: Mortgage Loan Purchase and Warranties Agreement (Morgan Stanley Mortgage Loan Trust 2007-5ax)

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify any the Purchaser and its present and former directors, officers, employees and agents and the Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees(including legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's indemnification obligation under this Subsection Section 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties the Purchaser may sustain in any way related to the failure of the Seller to perform its duties and the Interim Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of Seller's representations, warranties and covenants set forth in this AgreementAgreement (provided that such costs shall not include any lost profits). For purposes of this clause paragraph "

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2007-He3)

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify any the Purchaser and its present and former directors, officers, employees and agents and the any Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's ’s indemnification obligation under this Subsection 14.01Section 13.01) and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related in connection with or relating to the failure (i) a breach by Seller of any of the representations and warranties contained in Section 8.01 or 8.02 of this Agreement or (ii) a breach by Seller of any of its covenants and other obligations contained herein including any failure to perform its duties and the Interim Servicer to interim service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of Seller's representations, warranties and covenants set forth in this Agreement. For purposes of this clause "paragraph “Purchaser” shall mean the Person then acting as the Purchaser under this Agreement and any and all Persons who previously were “Purchasers” under this Agreement and “

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Five Oaks Investment Corp.)

Additional Indemnification by the Seller; Third Party Claims. (a) The Seller shall indemnify any the Purchaser and its present and former directors, officers, employees and agents and the any Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's indemnification obligation under this Subsection 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of the Seller to perform its duties and the Interim Servicer Seller, as interim servicer, to service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of Seller's representations, warranties and covenants set forth in this AgreementAgreement (provided that such costs shall not include any lost profits). For purposes of this clause paragraph "

Appears in 1 contract

Samples: Purchase and Warranties Agreement (Morgan Stanley Mortgage Loan Trust 2006-12xs)

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