Common use of Indemnification by the Seller Clause in Contracts

Indemnification by the Seller. (a) Without limiting any other rights which the Purchaser, any assignee of the Purchaser or any such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify any Indemnified Party from and against any and all costs, expenses, losses, damages, claims, and liabilities, including attorneys’ fees and disbursements (all of the foregoing, being collectively referred to as, “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement excluding, however, (a) any such amounts resulting solely from any gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party or (b) Loan Assets that are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnification by the Seller. (a) Without limiting any other rights which the Purchaser, any assignee of the Purchaser or any such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each each, an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify any Indemnified Party from and against any and all costs, expenses, losses, damages, claims, and liabilities, including attorneys’ fees and disbursements (all of the foregoing, being collectively referred to as, “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement excluding, however, (a) any such amounts resulting solely from any gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party or (b) Loan Assets that are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnification by the Seller. (a) Without limiting any other rights which that the PurchaserBuyer, any assignee of the Purchaser Buyer or any of such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify any each Indemnified Party from and against any and all costs, expensesdamages, losses, damages, claims, liabilities and liabilitiesrelated costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing, foregoing being collectively referred to as, as “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement any of the Indemnified Matters (as defined below), excluding, however, (a) any such amounts Indemnified Amounts to the extent resulting solely from any the gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party or Party, and (b) Loan Indemnified Amounts that have the effect of recourse for non–payment of the Transferred Assets that are uncollectible due to credit problems of the Obligor’s financial inability to payObligors (including bankruptcy or insolvency). Without limiting the foregoing, If the Seller has made any indemnity payment pursuant to this Section 9.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, then the recipient shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (repay to the extent not resulting Seller an amount equal to the amount it has collected from the conditions set forth others in (a) or (b) above):respect of such indemnified amounts. As used herein, “

Indemnification by the Seller. (a) Without limiting any other rights which the Purchaser, any assignee of the Purchaser or any such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify any Indemnified Party from and against any and all costs, expenses, losses, damages, claims, and liabilities, including attorneys’ fees and disbursements (all of the foregoing, being collectively referred to as, “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement excluding, however, (a) any such amounts resulting solely from any gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party or (b) Loan Assets Collateral Loans that are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnification by the Seller. (a) Without limiting any other rights which that the PurchaserBuyer, any assignee of the Purchaser Buyer or any of such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify any each Indemnified Party from and against any and all costs, expensesdamages, losses, damages, claims, liabilities and liabilitiesrelated costs and expenses, including attorneys’ fees and disbursements (all of the foregoing, foregoing being collectively referred to as, as “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or other non-–monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement or the ownership of an interest in the Purchased Collateral or in respect of any Purchased Collateral excluding, however, (a) any such amounts Indemnified Amounts to the extent resulting solely from any the gross negligence, bad faith negligence or willful misconduct on the part of the applicable Indemnified Party or Party, and (b) Loan Assets Indemnified Amounts that are uncollectible have the effect of recourse for non–payment of the Purchased Collateral due to credit problems of the Obligor’s financial inability to payObligors. Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):from:

Indemnification by the Seller. (a) Without limiting any other rights which the Purchaser, any assignee of the Purchaser or any such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify any Indemnified Party from and against any and all costs, expenses, losses, damages, claims, and liabilities, including attorneys’ fees and disbursements (all of the foregoing, being collectively referred to as, “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement excluding, however, (a) any such amounts resulting solely from any gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party or (b) Loan Assets that are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnification by the Seller. (a) Without limiting any other rights which that the PurchaserBuyer, any assignee of the Purchaser Buyer or any of such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify any each Indemnified Party from and against any and all costs, expensesdamages, losses, damages, claims, liabilities and liabilitiesrelated costs and expenses, including attorneys’ fees and disbursements (all of the foregoing, foregoing being collectively referred to as, as “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or other non-–monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement or the ownership of an interest in the Purchased Collateral or in respect of any Purchased Collateral excluding, however, (a) any such amounts Indemnified Amounts to the extent resulting solely from any the gross negligence, bad faith negligence or willful misconduct on the part of the applicable Indemnified Party or Party, and (b) Loan Assets Indemnified Amounts that are uncollectible have the effect of recourse for non–payment of the Purchased Collateral due to the insolvency of any Obligor’s financial inability to pay. Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):from:

Indemnification by the Seller. (a) Without limiting any other rights which the Purchaser, any assignee of the Purchaser or any such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify any Indemnified Party from and against any and all costs, expenses, losses, damages, claims, and liabilities, including reasonable attorneys’ fees and disbursements (all of the foregoing, being collectively referred to as, “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement excluding, however, (a) any such amounts resulting solely from (x) any gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party or (by) the uncollectability of any Loan Assets that are uncollectible Asset due to the Obligor’s financial inability failure to paypay any amounts due under the applicable Loan Agreement in accordance with its terms. Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (ax) or (by) above):) in relation to such Indemnified Party:

Indemnification by the Seller. (a) Without limiting any other rights which the Purchaser, any assignee of the Purchaser or any such Persons’ respective shareholders, officers, employees, agents, agents or Affiliates (each each, an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify any Indemnified Party from and against any and all costs, expensesdamages, losses, damages, claims, liabilities and liabilitiesrelated reasonable costs and expenses, including reasonable attorneys’ fees fees, costs and disbursements expenses (all of the foregoing, being collectively referred to as, “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement excluding, however, (a) any such amounts resulting solely from any gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party or (b) Loan Assets that which are not collected, not paid or are uncollectible due to on account of the Obligor’s insolvency, bankruptcy or financial inability to paypay of the related Obligor. Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):

Indemnification by the Seller. (a) Without limiting any other rights which the Purchaser, any assignee of the Purchaser or any such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) Buyer may have hereunder or under Applicable Lawapplicable law, the Seller hereby agrees to indemnify the Buyer and any successors and permitted assigns and their respective officers, directors and employees (collectively, "Indemnified Party Parties") from and against any and all costs, expensesdamages, losses, damages, claims, and liabilities, including costs and expenses, including, without limitation, reasonable attorneys’ ' fees and disbursements (all of the foregoing, foregoing being collectively referred to as, “as "Indemnified Amounts”), ") awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of them in any action or proceeding between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement or the other Transaction Documents or any transaction contemplated hereby or thereby, excluding, however, (ai) any such amounts Indemnified Amounts to the extent resulting solely from any gross negligence, bad faith negligence or willful misconduct on the part of the applicable an Indemnified Party or (bii) Loan Assets that are recourse (except as otherwise specifically provided in this Agreement) for uncollectible due to the Obligor’s financial inability to payReceivables. Without limiting the generality of the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):from:

Indemnification by the Seller. (a) Without limiting any other rights which that the PurchaserBuyer, any assignee of the Purchaser Buyer or any of such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each each, an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify any each Indemnified Party from and against any and all costs, expensesdamages, losses, damages, claims, liabilities and liabilitiesrelated costs and expenses, including attorneys’ fees and disbursements (all of the foregoing, foregoing being collectively referred to as, “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement excluding, however, (a) any such amounts Indemnified Amounts to the extent resulting solely from any the gross negligence, bad faith negligence or willful misconduct on the part of the applicable Indemnified Party or Party, and (b) Loan Indemnified Amounts to the extent they include losses in respect of Purchased Assets that are late, delinquent or uncollectible due to on account of bankruptcy, insolvency, payment behavior or lack of creditworthiness of the Obligor’s financial inability to payObligors. Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):from:

Indemnification by the Seller. (a) Without limiting any other rights which that the PurchaserBuyer, any assignee of the Purchaser Buyer or any of such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify any each Indemnified Party from and against any and all costs, expensesdamages, losses, damages, claims, liabilities and liabilitiesrelated costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing, foregoing being collectively referred to as, as “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement any of the Indemnified Matters (as defined below), excluding, however, (a) any such amounts Indemnified Amounts to the extent resulting solely from any the gross negligence, bad faith negligence or willful misconduct on the part of the applicable Indemnified Party or Party, and (b) Loan Indemnified Amounts that have the effect of recourse for non–payment of the Transferred Assets that are uncollectible due to credit problems of the Obligor’s financial inability to payObligors (including bankruptcy or insolvency). Without limiting the foregoing, If the Seller has made any indemnity payment pursuant to this Section 9.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, then the recipient shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (repay to the extent not resulting from the conditions set forth in (a) or (b) above):Seller an

Indemnification by the Seller. (a) Without limiting any other rights which the Purchaser, any assignee of the Purchaser or any such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each each, an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify any Indemnified Party from and against any and all costs, expenses, losses, damages, claims, and liabilities, including attorneys’ fees and disbursements (all of the foregoing, being collectively referred to as, “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or other non-monetary damages of any such Indemnified Party or any of them arising out of or as a result of this Agreement excluding, however, (a) any such amounts resulting solely from any gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party or (b) Loan Assets that are uncollectible due to the Obligor’s financial inability to pay. Without limiting the foregoing, the Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from any of the following (to the extent not resulting from the conditions set forth in (a) or (b) above):) in relation to such Indemnified Party: