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 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.

By the Purchaser. The Purchaser shall indemnifywill severally, defendbut not jointly, indemnify and hold harmless the Seller Company, each of its directors, each of its officers who signed the Registration Statement and any officereach person, directorif any, employee or agent who controls the Company within the meaning of Section 15 of the Seller Securities Act or Section 20 of the Exchange Act (each, a “Seller Indemnified Control Person”) against), against any and all Losses as a result losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or Control Person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any Third Party Claim litigation, but only if such settlement is effected with the written consent of the Purchaser) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (a) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or that 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 in the Registration Statement or any amendment or supplement thereto not misleading or in the Prospectus or any amendment or supplement thereto not misleading in the light of the circumstances under which they were made, in each case to the extent arising from (x) extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any breach of any representationamendment or supplement thereto, warranty in reliance upon and in conformity with written information furnished to the Company by or covenant on behalf 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 expressly 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 use therein; (b) the Purchaser’s indemnification obligations shall not arise to the extent the related Loss relates to (1) the acts any misrepresentation 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 by the Purchaser in this Agreement or given to any other certificate, instrument or for the benefit document contemplated hereby; and (c) any breach of any covenant, agreement or obligation of the Purchaser by the Seller under contained in this Agreement or (4) any other certificate, instrument or document contemplated hereby; and will reimburse the gross negligence Company, each of its directors, each of its officers who signed the Registration Statement and each such Control Person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or willful misconduct Control Person, as the case may be, in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Purchaser’s aggregate liability under this Section 7 shall not exceed the amount of aggregate net proceeds received by the Purchaser on the sale of the Seller. Notwithstanding the limitation in clause (a) of the immediately preceding sentence, any obligation to indemnify, defend and hold harmless Securities pursuant to this Section 9.02 shall not terminate with respect to any item the Registration Statement and the Securities through such other means 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 Agreementis effected.

By the Purchaser. The To the extent permitted by law, the Purchaser shall indemnify, defend, will indemnify and hold harmless the Seller Company, each of its directors, each of its officers who have signed the Registration Statement, each person, if any, who controls or is deemed to control the Company within the meaning of the Securities Act or the Exchange Act and the underwriter, against any officerlosses, claims, damages or liabilities (joint or several) to which the Company or any such director, employee officer or agent controlling person of the Seller Company or the underwriter may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (each, a “Seller Indemnified Person”or actions in respect thereto) against, arise out of or are based upon any and all Losses as a result of any Third Party Claim Violation in each case 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 extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Purchaser expressly for use in connection with such registration; and the Purchaser will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer or controlling person of the Company or the underwriter, in connection with investigating or defending any such excess. This Section loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the indemnity agreement contained in this section 4.2 shall survive not apply to amounts paid in settlement of any termination such loss, claim, damage liability or action if such settlement is effected without the consent of the Purchaser, which consent shall not be unreasonably withheld; and PROVIDED FURTHER that the total amounts payable in indemnity by the Purchaser under this Agreementsection 4.2 in respect of any Violation shall not exceed the net proceeds received by the Purchaser in the registered offering out of which such Violation arises.

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).