Indemnities by the Purchaser Clause Samples

Indemnities by the Purchaser. Without limiting any other rights that the Seller may have under this Agreement or under applicable law, the Purchaser hereby agrees to indemnify the Seller, and any permitted assigns and its officers, directors, agents and employees (collectively, the "Seller Indemnified Parties") from and against any and all Indemnified Amounts awarded against or incurred by the Seller Indemnified Parties in any action or proceeding between the Purchaser and any of the Seller Indemnified Parties or between any of the Indemnified Parties and any other Person or otherwise, arising out of or as a result of any breach by the Purchaser of any of its representations, warranties and covenants in this Agreement; provided, however, that notwithstanding any other provision to the contrary in this Agreement, until the first day after the Termination Date on which all amounts due and owing with respect to the Transferred Receivables have been paid in full or written-off in accordance with the Credit and Collection Policies, all of the Purchaser's obligations under this Section 7.2 shall be satisfied by increasing the amount outstanding under the Revolving Subordinated Note by the aggregate amount of the Indemnified Amounts, if any, that become payable to the Seller Indemnified Parties.

Indemnities by the Purchaser. Without limiting any other rights which the Indemnified Parties may have hereunder, under any other Transaction Document or under applicable Law, the Purchaser hereby agrees to indemnify each Facility Lender, the Agent, each Conduit and Conduit CP Funding Provider providing funding (directly or indirectly) to a Facility Lender, each Conduit Support Provider, each Administrator and each of their respective officers, directors, employees, counsel and other agents (collectively, the “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including attorneys’ fees and disbursements arising out of or as a result of this Agreement, the other Transaction Documents or any of the transactions contemplated by this Agreement or any of the other Transaction Documents, including any damages, losses, claims, liabilities, costs and expenses awarded against or incurred by any of them in any action or proceeding between the Purchaser, any MAI Party (including any Originator or any Affiliate of any Originator acting as Servicer or Sub-Servicer) or any Affiliate of the foregoing and any of the Indemnified Parties or between any of the Indemnified Parties and any third party (all of the foregoing being collectively referred to as “Indemnified Amounts”), excluding, however (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, as finally determined by a court of competent jurisdiction, or (ii) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting the generality of the foregoing (and subject to sub-clauses (i) and (ii)), the Purchaser shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from: (a) any representation or warranty made by the Purchaser, the Servicer, MAI or any other MAI Party or any officers of the Purchaser, the Servicer, MAI or any other MAI Party under or in connection with this Agreement, any Purchase and Sale Agreement, any of the other Transaction Documents, any Servicer Report or any other information or report delivered by the Purchaser, the Servicer, MAI or any other MAI Party pursuant hereto, or pursuant to any of the other Transaction Documents which shall have been incomplete, false or incorrect in any respect when made or deemed made; (b) the failure by the Purchaser, the Servicer, MAI or any other MAI Party to comply with an...

Indemnities by the Purchaser. Without limiting any other rights that any Originator may have hereunder or under applicable law, the Purchaser hereby agrees to indemnify such Originator from and against any and all claims, losses and liabilities (including reasonable attorneys' fees) arising out of or resulting from such Originator's reliance on any representation or warranty made by the Purchaser in this Agreement or in any certificate delivered pursuant hereto that, in either case, shall have been false or incorrect in any material respect when made or deemed made.

Indemnities by the Purchaser. 24 15.1 INDEMNITY.............................................24 15.2 CLAIMS................................................24 16. MISCELLANEOUS..................................................24 16.1 BINDING EFFECT........................................24 16.2 ASSIGNMENT............................................24

Indemnities by the Purchaser. (a) Without limiting any other rights which the Indemnified Parties may have under this Agreement, under any other Transaction Document or under applicable Law, the Purchaser agrees to indemnify the Lender, the Funding Agent, the Arranger and, following any transfer to a Conduit Assignee in accordance with Clause 9.8, any Conduit Assignee and any person supporting the financing activities of the Conduit Assignee (including by providing any credit or liquidity support to the Conduit Assignee) and the Arranger and each of their respective officers, directors, employees, counsel and other agents (collectively, Indemnified Parties) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable legal advisers’ fees (which such legal advisers may be employees of the Indemnified Parties, as applicable) and disbursements arising out of or as a result of