Servicer’s Indemnification Sample Clauses

Servicer’s Indemnification. Servicer shall indemnify and hold harmless Fundrise and its trustee, directors, officers, employees and agents from and against any third party claims, losses, reasonable attorneys’ fees, damages, liabilities, costs, expenses, or suits for injury to any person, damage to or loss of property, or any other claim directly arising out of any grossly negligent or willful act or omission of Servicer, its employees, agents, or subcontractors or arising from the breach or performance by it of this Agreement or any other agreement, instrument, or document executed in connection with this Agreement.
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Servicer’s Indemnification. Servicer agrees to indemnify, defend and hold Lender harmless from and against any and all losses, damages, costs, claims, expenses (including reasonable attorneys fees) and liabilities to third parties growing out of or resulting from (i) the failure of Servicer to comply with all applicable Credit Collection Laws; (ii) the actions of any of the agents, representatives or employees of Servicer taken in connection with the collection activities with respect to the Assets; (iii) the misapplication (whether negligent or intentional), misappropriation, conversion or theft of any part of the Collateral by any officer, employee, agent or representative of Servicer; (iv) a Servicer Termination Event, or (v) fraud or material misrepresentation. No indemnification under this Section shall provide recourse to Servicer for the collectibility of any Asset or repayment of any Loan.
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Servicer’s Indemnification. SERVICERS shall indemnify, defend, protect, and hold IPAYMENT, its Affiliates and their respective officers, directors, employees, attorneys, and permitted assigns, harmless from and against any Losses arising directly from:
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Servicer’s Indemnification. In the event that the Servicer fails to produce an original note or installment contract that was in its possession pursuant to Section 3.3 within five (5) Business Days after required or requested pursuant to Section 3.3(d), and provided that (i) the Servicer previously notified the Trust that it was in possession of such document; (ii) such document is not outstanding pursuant to a request for release of documents under Section 3.3(d); and (iii) such document was held by the Servicer on behalf of the Trust (a “Receivable File Delivery Failure”), then the Servicer shall indemnify the Trust, Insurer and Trustee in accordance with the succeeding sentence of this Section 3.3(g). The Servicer shall indemnify and hold harmless Trust, Insurer and Trustee (individually and in its capacity as such), and each of their respective officers, directors, employees and agents from and against any and all direct liabilities, obligations, losses, payments, costs or expenses (including reasonable legal fees and expenses, if any) of any kind whatsoever that may be imposed on, incurred or asserted against Trust, Trustee, Insurer or the Holders as the result of such Receivable File Delivery Failure. Indemnification under this Subsection (g) shall survive termination of this Agreement and the resignation or removal of the Trustee, as the case may be. If Servicer shall have made any indemnity payments to Trustee or Insurer pursuant to this Section and Trustee or Insurer thereafter shall collect any of such amounts from Persons other than Servicer, Trust, Trustee or Insurer, as the case may be, shall, as soon as practicable following such receipt thereof, repay such amounts to Servicer, without interest.
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Servicer’s Indemnification. SERVICERS, jointly and severally, shall indemnify, defend, protect, and hold ISO, its Affiliates and their respective officers, directors, employees, attorneys, permitted assigns, Other MSP’s and IC’s harmless from and against any Losses and credit/fraud losses arising directly from:
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Servicer’s Indemnification. As a material inducement to Owner to enter into this Agreement, Servicer hereby unconditionally and irrevocably covenants and agrees to indemnify, defend and hold each Owner Indemnitee harmless against any and all Owner Losses actually and reasonably incurred in connection with any claim(s) against any Owner Indemnitee which are finally determined to have been primarily caused by Servicer’s negligence, bad faith or willful misconduct in connection with Servicer’s performance under this Agreement, unless the relevant actions were taken with the consent of Owner or at the direction of Owner; provided, however, if and to the extent that such Owner Losses are covered and actually paid by insurance or the fidelity bond required to be maintained by Servicer pursuant to Section 12.2, the Owner Indemnitees will be indemnified only to the extent of any deductible and any uninsured Owner Losses of the type described above. Servicer further covenants and agrees to make full and timely payment to each and every Owner Indemnitee of any reasonable expenses (including reasonable attorneys’ fees) which such Owner Indemnitee may incur in the enforcement of this Section 11.2 against Servicer.
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Servicer’s Indemnification. The Servicer shall indemnify and hold harmless the Trust, the Insurer, the Trustee (individually and in its capacity as such), each of their respective officers, directors, employees and agents, and the Holders from and against any and all direct liabilities, obligations, losses, payments, costs or expenses (including reasonable legal fees and expenses, if any) of any kind whatsoever that may be imposed on, incurred or asserted against the Trust, the Trustee, the Insurer or the Holders as the result of the Servicer’s acting as custodian for the Receivable Files, including without limitation, any failure by the Servicer to produce an original note or installment contract with respect to any Receivable. Indemnification under this Subsection (g) shall survive termination of this Agreement and the resignation or removal of the Trustee, as the case may be. If Servicer shall have made any indemnity payments to Trustee or Insurer pursuant to this Section and Trustee or Insurer thereafter shall collect any of such amounts from Persons other than Servicer, Trust, Trustee or Insurer, as the case may be, shall, as soon as practicable following such receipt thereof, repay such amounts to Servicer, without interest.
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Servicer’s Indemnification 
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Related to Servicer’s Indemnification

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Buyer’s Indemnification Provided that the Closing occurs, Buyer shall release, defend, indemnify and hold harmless the Seller Indemnitees from and against any and all Losses suffered by such Seller Indemnitees arising out of or related to:

  • Waivers Indemnification 60 11.1 Demand; Protest; etc...........................................................................60 11.2 The Lender Group's Liability for Collateral....................................................60 11.3 Indemnification................................................................................60

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Lenders’ Indemnification Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify the LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.19 or any action taken or omitted by such indemnitees hereunder.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Seller’s Indemnification Obligations (a) In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 11.1, Seller releases, and shall indemnify, defend and hold harmless Buyer, and Xxxxx’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in- house counsel) and other costs of litigation, arbitration or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third-party), arising out of or in connection with:

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