Originator Indemnity Sample Clauses

Originator Indemnity. Without limiting any other rights any such Person may have hereunder or under applicable law, the Originators hereby jointly and severally indemnify and hold harmless, on an after-Tax basis, Buyer, its assigns and their respective officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys’ fees and court costs) (all of the foregoing collectively, the “Indemnified Losses”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby or the acquisition of any portion of the Receivables or Collections, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by an Originator hereunder or otherwise, excluding only Indemnified Losses to the extent (a) such Indemnified Losses result from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) such Indemnified Losses result due to Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor or (c) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Indemnified Party (determined on the assumption that the transactions contemplated hereby would constitute debt for tax purposes); provided, however, that nothing contained in this sentence shall limit the liability of an Originator or limit the recourse of any Indemnified Party to an Originator for any amounts otherwise specifically provided to be paid by an Originator hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (a), (b) or (c) of the previous sentence, the Originators shall jointly and severally indemnify each Indemnified Party for Indemnified Losses (including losses in respect of uncollectible Receivables, regardless for these specific matters whether reimbursement therefor would constitute recourse to an Originator) relating to or resulting from:

Originator Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, each Originator hereby agrees to indemnify and hold harmless the Transferee, the Transferee’s Affiliates and all of their respective successors, transferees, participants and assigns, the Agent, the Investor Parties, the Affected Persons, and all officers, members, managers, directors, shareholders and employees of any of the foregoing (each an “Originator Indemnified Party”), forthwith on demand, from and against any loss, liability, expense, damage or injury suffered or sustained by reason of the following (collectively referred to as, “Originator Indemnified Amounts”), but excluding (i) Originator Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such Originator Indemnified Amounts resulted solely from the gross negligence or willful misconduct by such Originator Indemnified Party seeking indemnification and (ii) Originator Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor: