Common use of Indemnities by the Seller Clause in Contracts

Indemnities by the Seller. Without limiting any other rights which the Purchaser may have hereunder or under applicable law, but without duplication, the Seller hereby agrees to indemnify the Purchaser and its permitted successors and assigns and all officers, directors, agents and employees of the foregoing (each of the foregoing Persons being individually referred to herein as an "Indemnified Party") from and against any and all damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements, awarded against or incurred by any Indemnified Party relating to or resulting from or in connection with any of the following (collectively, the "Indemnified Losses", and each an "Indemnified Loss"), other than any such Indemnified Loss (x) constituting recourse for Receivables which are uncollectible for credit reasons or (y) which arise solely from the gross negligence or willful misconduct of the affected Indemnified Party:

Appears in 3 contracts

Samples: Purchase and Contribution Agreement (Wentworth J G & Co Inc), Purchase Agreement (Wentworth J G & Co Inc), Purchase and Contribution Agreement (Wentworth J G & Co Inc)

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Indemnities by the Seller. (a) Without limiting any other rights which the Purchaser that any such Person may have hereunder or under applicable law, but without duplicationApplicable Law, the Seller hereby agrees to indemnify the Purchaser Buyer, the Deal Agent, the Backup Servicer, the Collateral Custodian, any Secured Party or its assignee and its permitted successors each of their respective Affiliates and assigns and all officers, directors, employees and agents and employees of thereof (collectively, the foregoing (each of the foregoing Persons being individually referred to herein as an "Indemnified Party") Parties”), forthwith on demand, from and against any and all damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements, disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any Indemnified Party relating to or resulting from or in connection with any of the following (collectivelyby, the "Indemnified Losses", and each an "Indemnified Loss"), other than any such Indemnified Loss (x) constituting recourse for Receivables which are uncollectible for credit reasons Party or (y) which arise solely other non-monetary damages of any such Indemnified Party any of them arising out of or as a result of this Agreement, excluding, however, Indemnified Amounts to the extent resulting from the gross negligence or willful misconduct on the part of the affected any Indemnified Party:.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (American Capital Strategies LTD), Purchase and Sale Agreement (American Capital Strategies LTD)

Indemnities by the Seller. Without limiting any other rights which the Purchaser may have hereunder or under applicable law, but without duplication, the Seller hereby agrees to indemnify the Purchaser and its permitted successors and assigns and all officers, directors, agents and employees of the foregoing (each of the foregoing Persons being individually referred to herein as an "Indemnified Party") from and against any and all damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable and documented attorneys' fees and disbursements, awarded against or incurred by any Indemnified Party relating to or primarily resulting from or in connection with any of the following (collectively, the "Indemnified Losses", and each an "Indemnified Loss"), other than any such Indemnified Loss (x) constituting recourse for Receivables which are uncollectible for credit reasons or (y) which arise solely from the gross negligence or willful misconduct of the affected Indemnified Party:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Imperial Holdings, Inc.), Purchase and Contribution Agreement (Imperial Holdings, Inc.)

Indemnities by the Seller. Without limiting any other rights which the Purchaser may have hereunder or under applicable law, but without duplication, the Seller hereby agrees to indemnify the Purchaser and its permitted successors and assigns and all officers, directors, agents and employees of the foregoing (each of the foregoing Persons being individually referred to herein as an "Indemnified Party") from and against any and all damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable and documented attorneys' fees and disbursements, awarded against or incurred by any Indemnified Party relating to or primarily resulting from or in connection with any of the following (collectively, the "Indemnified Losses", and each an "Indemnified Loss"), other than any such Indemnified Loss (x) constituting recourse for Receivables which are uncollectible for credit reasons or (y) which arise solely from the fraud, gross negligence or willful misconduct of the affected Indemnified Party:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Imperial Holdings, Inc.), Purchase and Sale Agreement

Indemnities by the Seller. (a) Without limiting any other rights which the Purchaser Triple-A or ING may have hereunder or under applicable law, but without duplication, the Seller hereby agrees to indemnify the Purchaser Triple-A, ING and its their respective permitted successors and assigns (including, without limitation, Triple-A, the Collateral Agent and all the Surety) and their respective officers, directors, agents and employees of the foregoing (each of the foregoing Persons being individually referred to herein as each, an "Indemnified PartyINDEMNIFIED PARTY") ), from and against any and all damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements, disbursements (all of the foregoing being collectively referred to as "INDEMNIFIED AMOUNTS") awarded against or incurred by any Indemnified Party relating to or resulting from or in connection with any of the following (collectivelyexcluding, however, (i) Indemnified Amounts to the "Indemnified Losses", and each an "Indemnified Loss"), other than any such Indemnified Loss (x) constituting recourse for Receivables which are uncollectible for credit reasons or (y) which arise solely extent resulting from the gross negligence or willful misconduct on the part of the affected an Indemnified Party:Party or (ii) recourse (except with respect to payment and performance obligations provided for in this Agreement) for uncollectible Receivables):

Appears in 1 contract

Samples: Lease Receivables Purchase Agreement (HPSC Inc)

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Indemnities by the Seller. Without limiting any other rights which the Purchaser may have hereunder or under applicable law, but without duplication, the Seller hereby agrees to indemnify the Purchaser and its permitted successors and assigns and all transferees or any of their respective officers, directors, agents and employees of the foregoing or advisors (each of the foregoing Persons being individually referred to herein as each, an "Indemnified Party") from and against any and all damages, losses, claims, judgmentslosses, liabilities and related costs and expenses, expenses (including reasonable attorneys' fees and disbursements’ fees, but excluding consequential damages incurred by an Indemnified Party (it being agreed that consequential damages payable by an Indemnified Party to a third party are not excluded)) (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or incurred by any Indemnified Party relating to arising out of or resulting from as a result of this Agreement or the purchase or contribution of any Transferred Receivables or in connection with respect of any Transferred Receivable, including, without limitation, arising out of the following (collectively, the "Indemnified Losses", and each an "Indemnified Loss"), other than any such Indemnified Loss (x) constituting recourse for Receivables which are uncollectible for credit reasons or (y) which arise solely from the gross negligence or willful misconduct of the affected Indemnified Partyas a result of:

Appears in 1 contract

Samples: Purchase and Contribution Agreement (Electronic Data Systems Corp /De/)

Indemnities by the Seller. Without limiting any other rights which any of the Purchaser Indemnified Parties may have hereunder or under applicable law, but without duplication, the Seller hereby agrees to indemnify the Purchaser and its permitted successors and assigns and all officers, directors, agents and employees of the foregoing (each of the foregoing Persons being individually referred to herein as an "Indemnified Party") Parties from and against any and all damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements, awarded against or incurred by any Indemnified Party relating to or resulting from or in connection with any of the following (collectively, all of the foregoing being called the "Seller Indemnified Losses", and each an "Indemnified Loss"), other than any such Seller Indemnified Loss (x) constituting recourse for Receivables which are uncollectible for credit reasons or (y) which arise solely from the gross negligence or willful misconduct of the affected Indemnified Party:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wentworth J G & Co Inc)

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