Indemnification of the Servicer Clause Samples

Indemnification of the Servicer. Each Lender agrees to indemnify the Servicer from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Servicer in any way relating to or arising out of this Agreement or any of the other Transaction Documents, or any action taken or omitted by the Servicer hereunder or thereunder; provided that (a) the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Servicer’s gross negligence or willful misconduct as determined in a final decision by a court of competent jurisdiction and (b) no action taken in accordance with the directions of the Majority Lenders, Lenders or the Co‐Borrowers shall be deemed to constitute gross negligence or willful misconduct for purposes of this Article VIII. Without limitation of the foregoing, each Lender agrees to reimburse the Servicer, promptly upon demand, for any Fees due to it hereunder, out‐of‐pocket expenses (including counsel fees) incurred by the Servicer in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Servicer or Lenders hereunder or thereunder and to the extent that the Servicer is not reimbursed for such expenses by the Co‐Borrowers under Section 2.09. SECTION
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Indemnification of the Servicer. TMM, on behalf of itself and each of the other Sellers, shall indemnify and hold harmless the Servicer (if the Servicer is not TMM), its officers, directors, employees or agents from and against any Indemnified Loss (whether on account of settlements or otherwise, and whether or not the Servicer, its officers, directors, employees or agents is a party to any action or proceeding that gives rise to such Indemnified Loss) suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of or in connection with the acceptance or administration of any Transaction Document or the use of proceeds therefrom or the trusts hereunder and thereunder and its duties hereunder or thereunder; PROVIDED, HOWEVER, that TMM shall not indemnify the Servicer to the extent of any Indemnified Losses which are found in a final judgment of a court of competent jurisdiction to have been caused by gross negligence or willful misconduct by the Servicer (or the gross negligence or willful misconduct on the part of any of the Servicer's officers, directors, employees or agents). The obligations of TMM under this SECTION 6.9 shall survive the termination of the Trust and the resignation or removal of the Servicer.
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Indemnification of the Servicer. (a) The Administrator shall defend, indemnify and hold harmless the Servicer from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Administrator or any Affiliate of the Administrator of a Financed Vehicle. The Master Servicer shall defend, indemnify and hold harmless the Servicer from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Master Servicer or any Affiliate of the Master Servicer of a Financed Vehicle. (b) The Administrator shall indemnify the Servicer, its successors and assigns, and each Person, if any, who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all Damages suffered by it in connection with this Agreement, excluding, however, for the Administrator's benefit, (i) Damages to the extent resulting from gross negligence or willful misconduct on the part of the Servicer and (ii) any overall net income taxes or franchise taxes imposed (in the case of franchise taxes) on the Servicer by the jurisdiction under the laws of which such party is organized or qualified (or should be qualified) to do business or any political subdivision thereof. (c) If the Master Servicer or the Administrator shall have made any indemnity payments pursuant to this Section 7.01, and the recipient thereafter collects all or any portion of such amounts from others, the recipient shall promptly repay any duplicative amounts to the Master Servicer or the Administrator, as the case may be, without interest.
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Indemnification of the Servicer. The Owner shall indemnify the Servicer, its general partner, and the directors, officers, employees and agents of the Servicer (and its general partner) and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer, or such Persons may sustain as a result of third party claims brought against them, which are related to this Agreement, including actions taken by the Servicer in accordance with written instructions given to the Servicer by the Owner, except to the extent the Servicer is required to indemnify any Person pursuant to Section 8.01, or to the extent such costs, fees and expenses result from the failure of the Servicer to service and administer the Mortgage Loans in compliance with the terms of this Agreement. The Servicer shall give the Owner written notice of any such claim within three (3) Business Days of the Servicer's receipt of notice thereof (but failure of the Servicer to provide such notice shall not relieve the Owner of its obligations under this Section unless the Owner is materially prejudiced by such failure), and shall not settle or compromise such claim without the Owner's prior written consent. The Owner may, in its sole discretion, assume the Servicer's defense of any such claim. The provisions of this Section shall survive any termination of the rights and obligations of the Servicer.
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Indemnification of the Servicer. The Company hereby agrees to indemnify the Servicer, and its Other Indemnified Parties, and hold each of them harmless, from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including without limitation interest and reasonable attorneys' fees and expenses) arising out of or resulting from any act or omission to act by the Servicer pursuant to and in accordance with this Agreement or pursuant to any instruction of the Company or the Trustee, as the case may be (other than any such action or omission to act by the Servicer or its directors, officers, agents or employees which constitutes negligence, willful misconduct or bad faith in connection with the performance of its obligations hereunder to the extent the Servicer has granted an indemnity with respect thereto under Section 9.1 hereof).
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Indemnification of the Servicer. USTK shall defend, indemnify and hold harmless the Servicer, its employees, officers and directors, agents, contractors and other representatives from any and all liability, loss, damages, costs, fees and expenses (including without limitation attorneys and expert fees (testifying and non-testifying)) arising out of or resulting from the failure of USTK to fund the acquisition of a Qualified Timberland Investment when required to do so under Article 4 of this Agreement, or from USTK's failure to take some other action required of it under this Agreement.
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Indemnification of the Servicer. LTV Steel Products hereby agrees to indemnify the Servicer, and hold it harmless, from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including without limitation interest and reasonable attorneys' fees and expenses) (collectively, the "Liabilities") arising out of or resulting from any act or omission to act by LTV Steel Products pursuant to and in accordance with this Agreement or pursuant to any instruction of LTV Steel Products or the Collateral Agent, (but excluding actions or omissions to act which constitute gross negligence, willful misconduct or bad faith of the Servicer) in connection with the performance of its obligations hereunder. Payment of indemnification obligations by LTV Steel Products is to be made from available moneys in accordance with and subject to the Trust Agreement. This indemnity agreement shall survive termination of this Agreement.
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Related to Indemnification of the Servicer

  • Indemnification by the Servicer (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above): (i) any representation, warranty or statement made or deemed made by the Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Interim Report or any other written information or written report delivered by or on behalf of the Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made; (ii) the failure by the Servicer to comply with any Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law; (iii) the commingling of Collections of Pool Receivables at any time with other funds; (iv) any failure of a Collection Account Bank to comply with the terms of the applicable Account Control Agreement, the termination by a Collection Account Bank of any Account Control Agreement or any amounts (including in respect of an indemnity) payable by the Administrative Agent to a Collection Account Bank under any Account Control Agreement; (v) [reserved]; (vi) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; or (vii) any failure of the Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document. (b) If for any reason the foregoing indemnification is unavailable (other than pursuant to the exclusions contained in Section 12.02(a)) to any Servicer Indemnified Party or insufficient to hold it harmless, then the Servicer shall contribute to the amount paid or payable by such Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Servicer and its Affiliates on the one hand and such Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Servicer and its Affiliates and such Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Servicer under this Section shall be in addition to (but without duplication of) any liability which the Servicer may otherwise have, shall extend upon the same terms and conditions to Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Servicer and the Servicer Indemnified Parties. (c) Any indemnification or contribution under this Section shall survive the termination of this Agreement.

  • Indemnification of the Company Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2.