Common use of General Indemnity by Seller Clause in Contracts

General Indemnity by Seller. Without limiting any other rights that any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify the Administrator, each of the Purchasers, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), within thirty (30) days after demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Interest or in respect of any Receivable or any Contract, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (ii) Indemnified Amounts that have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement. Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Land O Lakes Inc), Receivables Purchase Agreement (Land O Lakes Inc)

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General Indemnity by Seller. Without limiting any other rights that any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify the Administrator, each of the Purchasers, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), within thirty (30) days after demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Interest or in respect of any Receivable or any Contract, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (ii) Indemnified Amounts that have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement. Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:

Appears in 1 contract

Samples: Receivables Purchase Agreement (Land O Lakes Inc)

General Indemnity by Seller. Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify each of the Administrator, each of the PurchasersPurchaser, each Program Support Provider, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, members, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), within thirty five (305) days after Business Days of demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Asset Interest or in respect of any Receivable or any Contract, excluding, however, (ia) Indemnified Amounts to the extent resulting determined by a court of competent jurisdiction to have resulted from gross negligence negligence, bad faith or willful misconduct on the part of such Indemnified Party or (iib) Indemnified Amounts that which have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; Obligors (except as otherwise specifically provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of in this Agreement). Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:

Appears in 1 contract

Samples: Receivables Purchase Agreement (Avista Corp)

General Indemnity by Seller. Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify each of the Administrator, each of the PurchasersPurchaser, each Agent, each Program Support Provider, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, controlling persons, members, employees and agents of any of the foregoing (each an "Indemnified Party"), within thirty (30) days after five Business Days of demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Asset Interest or in respect of any Receivable or any Contract, excluding, however, (ia) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such any Indemnified Party or (iib) Indemnified Amounts that which have the effect of recourse for non-non- payment of the Pool Receivables due to credit problems of the Obligors; Obligors (except as otherwise specifically provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of in this Agreement). Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:

Appears in 1 contract

Samples: Receivables Purchase Agreement (Maxtor Corp)

General Indemnity by Seller. Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify each of the Administrator, each of the PurchasersPurchaser, each Program Support Provider, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, members, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), within thirty ten (3010) days after Business Days of demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Asset Interest or in respect of any Receivable or any Contract, excluding, however, (ia) Indemnified Amounts to the extent resulting from gross negligence negligence, bad faith or willful misconduct on the part of such Indemnified Party or (iib) Indemnified Amounts that which have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; Obligors (except as otherwise specifically provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of in this Agreement). Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:

Appears in 1 contract

Samples: Receivables Purchase Agreement (Conmed Corp)

General Indemnity by Seller. Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify each of the Administrator, each of the PurchasersAgent, each Purchaser, each Program Support Provider, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), within thirty ten (3010) days after Business Days of demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Asset Interest or in respect of any Receivable or any Contract, excluding, however, (ia) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (iib) Indemnified Amounts that which have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; Obligors (except as otherwise specifically provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of in this Agreement). Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:

Appears in 1 contract

Samples: Receivables Purchase Agreement (D & K Healthcare Resources Inc)

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General Indemnity by Seller. Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify each of the Administrator, Purchaser, each of the PurchasersProgram Support Provider, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), within thirty ten (3010) days after Business Days of demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Asset Interest or in respect of any Receivable or any Contract, excluding, however, (ia) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or (iib) Indemnified Amounts that which have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; Obligors (except as otherwise specifically provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of in this Agreement). Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:

Appears in 1 contract

Samples: Receivables Purchase Agreement (D & K Healthcare Resources Inc)

General Indemnity by Seller. Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify each of the Administrator, each of the PurchasersPurchaser, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, members, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), within thirty ten (3010) days after Business Days of demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Asset Interest or in respect of any Receivable or any Contract, excluding, however, (ia) Indemnified Amounts to the extent resulting from gross negligence negligence, bad faith or willful misconduct on the part of such Indemnified Party or (iib) Indemnified Amounts that which have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; Obligors (except as otherwise specifically provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of in this Agreement). Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:

Appears in 1 contract

Samples: Receivables Purchase Agreement (Conmed Corp)

General Indemnity by Seller. Without limiting any other rights that which any such Person may have hereunder or under Applicable Law, Seller hereby agrees to indemnify each of the Administrator, Purchaser, each of the PurchasersProgram Support Provider, each of their respective Affiliates, and all successors, permitted transferees, participants and permitted assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), within thirty (30) days after five Business Days of demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents or the ownership or funding of the Receivable Asset Interest or in respect of any Receivable or any Contract, excluding, however, (ia) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such any Indemnified Party or (iib) Indemnified Amounts that which have the effect of recourse for non-payment of the Pool Receivables due to credit problems of the Obligors; Obligors (except as otherwise specifically provided that Seller shall be liable to each Indemnified Party for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of in this Agreement). Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:

Appears in 1 contract

Samples: Receivables Purchase Agreement (Maxtor Corp)

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