Common use of Indemnities by Seller Clause in Contracts

Indemnities by Seller. (a) Without limiting any other rights that the Administrative Agent or any Purchaser may have hereunder or under applicable law, Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent and each of the Purchasers and their respective assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable fees and disbursements of external counsel (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by the Administrative Agent or any Purchaser of an interest in the Receivables excluding, however, in all of the foregoing instances:

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Borgwarner Inc), Receivables Purchase Agreement (Borgwarner Inc)

AutoNDA by SimpleDocs

Indemnities by Seller. (a) Without limiting any other rights that the Administrative Agent or any Purchaser Buyer may have hereunder or under applicable law, Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent Buyer and each of the Purchasers and their respective its assigns, officers, directors, agents and employees (each an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable and actual attorneys' fees (which attorneys may be employees of Buyer or any such assign) and disbursements of external counsel (all of the foregoing being collectively referred to as “Indemnified Amounts”"INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by the Administrative Agent or any Purchaser Buyer of an interest in the Receivables excludingReceivables, howeverEXCLUDING, in all of the foregoing instancesHOWEVER:

Appears in 1 contract

Samples: Receivables Sale Agreement (Equifax Inc)

Indemnities by Seller. (a) Without limiting any other rights that the Administrative Agent or any Purchaser Buyer may have hereunder or under applicable law, Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent Buyer and each of the Purchasers and their respective its assigns, officers, directors, agents and employees (each each, an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of Buyer or any such assign) and disbursements of external counsel (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by the Administrative Agent or any Purchaser Buyer of an interest in the Receivables Receivables, excluding, however, in all of the foregoing instances:

Appears in 1 contract

Samples: Receivables Purchase Agreement (Tenneco Inc)

AutoNDA by SimpleDocs

Indemnities by Seller. (a) Without limiting any other rights that the Administrative Agent or any Purchaser may have hereunder or under applicable law, Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent Purchaser and each of the Purchasers and their respective its assigns, officers, directors, agents and employees (each an “Indemnified Party”a "SELLER INDEMNIFIED PARTY") from and against any and all damages, losses, claims, taxesCovered Taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of Purchaser or any such assign) and disbursements of external counsel (all of the foregoing being collectively referred to as “Indemnified Amounts”"SELLER INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by the Administrative Agent or any Purchaser of an interest in the Receivables excluding, however, in all of the foregoing instancesfollowing:

Appears in 1 contract

Samples: Receivables Sale Agreement (Choicepoint Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.