Depositor Indemnification Sample Clauses

Depositor Indemnification. (a) The Depositor agrees to indemnify and hold harmless the Seller, and each person, if any, who controls the Seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact included in the Depositor Information or any similar information contained in the Prospectus or any amendment or supplement thereto, or the omission or alleged omission from the Depositor Information or such similar information of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever, based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Depositor; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the indemnified parties), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above. (b) Each indemnified party shall give notice as promptly as reasonably practicable to the Depositor of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the Depositor shall not relieve the Depositor from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected by them, subject to the consent of the Depositor (which consent shall not be unreasonably withheld). The Depositor may participate at its own expense in the defense of any such ...