Depositor Indemnification Sample Clauses

The Depositor Indemnification clause requires the depositor to compensate or protect another party from losses, damages, or liabilities arising from specific actions or omissions related to the deposit or the depositor’s conduct. In practice, this means if the depositor’s actions cause legal claims or financial harm to the other party, the depositor must cover those costs, such as legal fees or settlement amounts. This clause primarily functions to allocate risk by ensuring that the party receiving the deposit is not financially responsible for issues caused by the depositor’s behavior.
Depositor Indemnification. (a) The Depositor agrees to indemnify and hold harmless the Seller, and each person, if any, who controls the Seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact included in the Depositor Information or any similar information contained in the Prospectus or any amendment or supplement thereto, or the omission or alleged omission from the Depositor Information or such similar information of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever, based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Depositor; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the indemnified parties), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever, based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above. (b) Each indemnified party shall give notice as promptly as reasonably practicable to the Depositor of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the Depositor shall not relieve the Depositor from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Counsel to the indemnified parties shall be selected by them, subject to the consent of the Depositor (which consent shall not be unreasonably withheld). The Depositor may participate at its own expense in the defense of any such ...
View SourceView Similar (2)
Depositor Indemnification. 6 Section 3.04. Contribution............................................. 8 Section 3.05.
View Source
Depositor Indemnification. 36 ARTICLE SIX SERVICING TERMINATION
View Source
Depositor Indemnification. The Depositor shall indemnify and hold harmless the Servicer, the Special Servicer, the Servicing Advisor, the Certificateholder Agent and each Certificateholder from and against any loss, liability, expense, damage or injury suffered or sustained by the Servicer, the Special Servicer, the Servicing Advisor, the Certificateholder Agent and each such Certificateholder, including any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, which arises out of the Servicer=s, the Special Servicer=s or the Servicing Advisor=s activities hereunder; provided that the Depositor shall not indemnify the Servicer, the Special Servicer, the Servicing Advisor, the Certificateholder Agent or any such Certificateholder if such Servicer=s, Special Servicer's, Servicing Advisor=s, Certificateholder Agent's or Certificateholder's activities constituted fraud, willful misconduct, gross negligence (which includes negligence with respect to the duties of the Servicer, the Special Servicer or the Servicing Advisor which are explicitly set forth herein) or breach of fiduciary duty by such Servicer, Special Servicer or Servicing Advisor.
View Source
Depositor Indemnification. The Depositor shall indemnify and hold harmless the Servicer, the Special Servicer, the Servicing Advisor, the Certificateholder Agent and each Certificateholder from and against any loss, liability, expense, damage or injury suffered or sustained by the Servicer, the Special Servicer, the Servicing Advisor, the Certificateholder Agent and each such Certificateholder, including any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, which arises out of the Service's, the Special Servicer's or the Servicing Advisor's activities hereunder; provided -------- that the Depositor shall not indemnify the Servicer, the Special Servicer, the Servicing Advisor, the Certificateholder Agent or any such Certificateholder if such Service's, Special Servicer's, Servicing Advisor's, Certificateholder Agent's or Certificateholder's activities constituted fraud, willful misconduct, gross negligence (which includes negligence with respect to the duties of the Servicer, the Special Servicer or the Servicing Advisor which are explicitly set forth herein) or breach of fiduciary duty by such Servicer, Special Servicer or Servicing Advisor. ARTICLE SIX ----------- SERVICING TERMINATION ---------------------
View Source

Related to Depositor Indemnification

  • Purchaser Indemnification 3.4.1. In General . Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Property. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

  • Seller Indemnification (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Successor Indemnification If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case may be.