Common use of Indemnities by Seller Clause in Contracts

Indemnities by Seller. Seller hereby agrees to indemnify Purchaser (together with its officers, directors, agents, representatives, shareholders, counsel and employees, each, an “Indemnified Party”) from and against any and all claims, losses and liabilities (including, without limitation, reasonable attorneys’ fees) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from any of the following: (i) the sale to Purchaser of any Receivable as to which the representations and warranties made herein are not all true and correct on the Purchase Date therefor; (ii) any representation or warranty made by Seller (or any of its respective officers) under or in connection with this Agreement (except with respect to the Purchased Receivables) which shall have been incorrect in any respect when made; (iii) the failure by Seller to comply with any applicable law, rule or regulation with respect to any Purchased Receivable; (iv) the failure to vest in Purchaser a perfected interest in each Purchased Receivable and other Sold Assets and the proceeds and Collections in respect thereof free and clear of any liens or encumbrances of any kind or nature whatsoever (other than those granted under this Agreement); (v) any Dispute or any other claim related to such Purchased Receivable (or any portion thereof) excluding any Dispute or claim that (A)

Indemnities by Seller. Without limiting any other rights that Buyer may have hereunder or under applicable law, Seller hereby agrees to indemnify Purchaser (together with and pay upon demand to) Buyer and its assigns, officers, directors, agents, representatives, shareholders, counsel agents and employees, each, employees (each an “"Indemnified Party”") from and against any and all damages, losses, claims, losses taxes, liabilities, costs, expenses and liabilities (includingfor all other amounts payable, without limitation, including reasonable and documented attorneys’ fees) ' 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 resulting as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of an interest in the Commission Receivables, excluding, however: (a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from any bad faith, gross negligence or willful misconduct on the part of the following: (i) the sale to Purchaser of any Receivable as to which the representations and warranties made herein are not all true and correct on the Purchase Date thereforIndemnified Party seeking indemnification; (iib) any representation or warranty made by Seller (or any of its respective officers) under or in connection with this Agreement (except with respect Indemnified Amounts to the Purchased Receivables) which shall have been incorrect in any respect when made; (iii) extent the failure by Seller to comply with any applicable law, rule or regulation with respect to any Purchased Receivable; (iv) the failure to vest in Purchaser a perfected interest in each Purchased Receivable and other Sold Assets and the proceeds and Collections same includes losses in respect thereof free and clear of any liens Commission Receivables that are uncollectible on account of the insolvency, bankruptcy or encumbrances lack of any kind or nature whatsoever (other than those granted under this Agreement)creditworthiness of the related Obligor; (v) any Dispute or any other claim related to such Purchased Receivable (or any portion thereof) excluding any Dispute or claim that (A)or

Indemnities by Seller. Without limiting any other rights which any such Person may have hereunder or under applicable law, Seller hereby agrees to indemnify Purchaser (together with its each of the Administrative Agent, each Purchaser, BofA, each of BofA's Affiliates, their respective successors, transferees and assigns and all officers, directors, agents, representatives, shareholders, counsel controlling persons, employees and employees, each, agents of any of the foregoing (each an “"Indemnified Party”) "), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (includingrelated costs and expenses, without limitation, including reasonable and documented attorneys’ fees) ' 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 resulting from any related to this Agreement or the ownership or funding of the following: an Undivided Interest (ior portion thereof) the sale to Purchaser or in respect of any Receivable as or any Contract, excluding, however, (a) Indemnified Amounts to which the representations and warranties made herein are not all true and correct extent that a court of competent jurisdiction determined that they resulted from gross negligence or willful misconduct on the Purchase Date therefor; part of such Indemnified Party or (iib) any representation or warranty made by Seller (or any of its respective officers) under or in connection with this Agreement recourse (except with respect to the Purchased Receivables) which shall have been incorrect as otherwise specifically provided in any respect when made; (iii) the failure by Seller to comply with any applicable law, rule or regulation with respect to any Purchased Receivable; (iv) the failure to vest in Purchaser a perfected interest in each Purchased Receivable and other Sold Assets and the proceeds and Collections in respect thereof free and clear of any liens or encumbrances of any kind or nature whatsoever (other than those granted under this Agreement); (v) any Dispute for Defaulted Receivables. Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or any other claim related to such Purchased Receivable (or any portion thereof) excluding any Dispute or claim that (A)arising out of:

Indemnities by Seller. Without limiting any other rights which any such Person may have hereunder or under applicable law, Seller hereby agrees agree to indemnify Purchaser (together with its each of the Agent, each Purchaser, PNC Bank, each of PNC Bank's Affiliates, their respective successors, transferees and assigns and all officers, directors, agents, representatives, shareholders, counsel controlling persons, employees and employees, each, agents of any of the foregoing (each an “"Indemnified Party”) "), forthwith on demand, from and against any and all damages, losses, claims, losses liabilities and liabilities (includingrelated costs and expenses, without limitation, including reasonable attorneys’ fees) ' 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 resulting from as a result of this Agreement or any of the following: (i) other Agreement Documents or the sale to Purchaser transactions contemplated thereby or the use of the proceeds by the Seller therefrom, including, without limitation, in respect of the ownership or funding of an Undivided Interest or in respect of any Receivable as to which the representations and warranties made herein are not all true and correct on the Purchase Date therefor; (ii) any representation or warranty made by Seller (or any of its respective officers) under or in connection with this Agreement Contract, excluding, however, recourse (except with respect to the Purchased Receivables) which shall have been incorrect as otherwise specifically provided in any respect when made; (iii) the failure by Seller to comply with any applicable law, rule or regulation with respect to any Purchased Receivable; (iv) the failure to vest in Purchaser a perfected interest in each Purchased Receivable and other Sold Assets and the proceeds and Collections in respect thereof free and clear of any liens or encumbrances of any kind or nature whatsoever (other than those granted under this Agreement); (v) any Dispute for Defaulted Receivables. Without limiting the foregoing, Seller shall indemnify each Indemnified Party for Indemnified Amounts relating to or any other claim related to such Purchased Receivable (or any portion thereof) excluding any Dispute or claim that (A)resulting from: