Indemnity by Servicer. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, Servicer agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred by any of them and arising out of, relating to or resulting from: (i) any failure by Servicer to perform its duties or obligations as Servicer hereunder or under any other Transaction Document in accordance with this Agreement and the other Transaction Documents or to comply with any Applicable Law, (ii) any breach of any of Servicer’s representations, warranties or covenants under any Transaction Document, (iii) any claim brought by any Person other than an Indemnified Party arising from Servicer’s servicing or collection activities with respect to the Pool Assets, (iv) any commingling of any funds by it (in any capacity) relating to the Asset Interest with any of its funds or the funds of any other Person, or (v) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Terrorism Law, Anti-Corruption Law or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Party in connection with the Transaction Documents as a result of any action of Servicer or any of its respective Affiliates; provided, however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses or liabilities to the extent resulting from (x) the gross negligence or willful misconduct of an Indemnified Party as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor or Obligor to pay any sum due under its Pool Asset by reason of the financial or credit condition of such Account Debtor or Obligor (including the occurrence of an Insolvency Event with respect to the applicable Account Debtor or Obligor).
Indemnity by Servicer. Without limiting any other rights that any such Person may have hereunder or under Applicable Law, Servicer hereby agrees to indemnify each Indemnified Party, within thirty (30) days after demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to (i) any representation or warranty made by Servicer under or in connection with any Transaction Document, any Servicer Report, any Monthly Report or any other information or report delivered by or on behalf of Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by Servicer to comply with any Applicable Law, (iii) the failure of Servicer to perform its duties or obligations in accordance with this Agreement or any Transaction Document or (iv) the commingling by Servicer or any Sub-Servicer of any Collections with other funds.
Indemnity by Servicer. Servicer agrees to indemnify, defend and hold harmless Owner and its respective officers, directors, managers, employees, agents and affiliates (each an "Owner Indemnified Party"), from and against any and all claims, losses, liabilities, damages, penalties, fines, forfeitures, legal and accounting fees and all other fees or costs of any kind, judgments or expenses (collectively, "Losses") resulting from or arising out of (a) any breach by Servicer of any of the representations and warranties made by it in this Agreement; (b) any failure of Servicer to comply with and perform all of its duties and agreements under this Agreement; and (c) any and all claims, actions or proceedings brought against Owner by any third party as a result of or based upon the actions or omissions by Servicer in the performance of its obligations under this Agreement (provided that such action or inaction was not undertaken at the direction of Owner Indemnified Party), including any failure by Servicer, any Sub-servicer or any of their agents, representatives or employees to comply with all applicable laws, rules and regulations, including credit protection laws and HIPAA, and any other action taken in collection of the Receivables. Servicer shall have no obligation to indemnify, defend or hold any Owner Indemnified Party harmless in the event that any Losses result from the negligent or wrongful acts or omissions of such person or its respective agents or employees.
Indemnity by Servicer. Without limiting any other rights which any such Person may have hereunder or under applicable law, Servicer hereby agrees to indemnify each Indemnified Party, within five (5) Business Days of demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to (i) any representation or warranty made by Servicer under or in connection with any Transaction Document, any Servicer Report, any Weekly Report or any other information or report delivered by or on behalf of Servicer pursuant hereto, which shall have been false, incorrect or misleading when made, (ii) the failure by Servicer to comply with any Applicable Law, (iii) any breach by Servicer of any of its covenants or agreements under this Agreement or any other Transaction Document or (iv) the commingling of any Collections with other funds.
Indemnity by Servicer. Without limiting any other rights which any such Person may have hereunder or under applicable law, Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to (i) any representation or warranty made by Servicer under or in connection with any Transaction Document, any Servicer Report or any other information or report delivered by or on behalf of Servicer pursuant hereto, which shall have been false, incorrect or misleading in any material respect when made or deemed made, (ii) the failure by Servicer to comply with any Applicable Law, (iii) the failure of Servicer to perform its duties or obligations in accordance with this Agreement or (iv) the commingling of any Collections with other funds.
Indemnity by Servicer. Without limiting any other rights which any such Person may have hereunder or under applicable Law, Servicer agrees to indemnify and hold harmless each Indemnified Party from any and all Indemnified Amounts incurred by any of them and arising out of, relating to or in connection with: (i) any breach by it (in any capacity) of any of its obligations or duties under this Agreement or any other Transaction Document; (ii) the untruth or inaccuracy of any representation or warranty made by it (in any capacity) hereunder, under any other Transaction Document or in any certificate or statement delivered pursuant hereto or to any other Transaction Document, including any Information Package, when such representation or warranty was made or deemed made; (iii) the failure of any information contained in an Information Package to be true and correct, or the failure of any other written information provided to any such Indemnified Party by, or on behalf of, Servicer (in any capacity) to be true and correct when such information was provided; (iv) any negligence or willful misconduct on its (in any capacity) part arising out of, relating to, in connection with, or affecting any transaction contemplated by the Transaction Documents, any Receivable or any Related Asset; (v) the failure by Servicer (in any capacity) to comply with any applicable Law, rule or regulation with respect to any Receivable or the related Contract or its servicing thereof; 86 Mylan A&R Receivables Purchase Agreement
Indemnity by Servicer. 67 SECTION 16.3 Contribution...........................................67
Indemnity by Servicer. Without limiting any other rights which any such Person may have hereunder or under applicable law, Servicer hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to (i) the failure of Servicer to perform its obligations under any Transaction Document, (ii) the inaccuracy of any representation or warranty made by Servicer in any Transaction Document, or in any Monthly Report or any other information, report or certificate delivered by Servicer pursuant hereto or thereto, (iii) the failure by Servicer to comply with any applicable law, rule or regulation with respect to any Contract or the servicing thereof or (iv) the commingling of any Collections.
Indemnity by Servicer. Servicer shall indemnify and hold Xxxxxx harmless against any liability, loss, damage, penalty, fine, forfeiture, reasonable legal or accounting fees, court reporting expenses, expert witness fees, and all other commercially reasonable fees or out of pocket costs of any kind, judgments or expenses, resulting from or arising out of a breach of this Servicing Agreement by Servicer. The rights of Xxxxxx to indemnity, reimbursement or limitation on its liability pursuant to this Section 5.04 shall survive any Event of Default, the transfer of the rights, duties and obligations of Servicer to a Successor Servicer and the termination of this Servicing Agreement.
Indemnity by Servicer
