Liability of Servicer; Indemnities Sample Clauses
The "Liability of Servicer; Indemnities" clause defines the responsibilities and potential legal exposure of the servicer in a contractual relationship, as well as the circumstances under which the servicer must compensate other parties for losses. Typically, this clause outlines situations where the servicer may be held liable for damages, such as negligence or breach of contract, and specifies the types of losses or claims for which the servicer must provide indemnification. Its core practical function is to allocate risk between the parties by clarifying when the servicer is financially responsible for problems that arise during the performance of its duties, thereby protecting the other party from certain losses.
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Liability of Servicer; Indemnities. 49 Section 9.2 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or Backup Servicer..............50 Section 9.3 Limitation on Liability of Servicer, Backup Servicer and Others.......................................................51 Section 9.4
Liability of Servicer; Indemnities. (a) The Servicer (in its capacity as such) shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Servicer and the representations made by the Servicer.
(b) The Servicer shall defend, indemnify and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, their respective officers, directors, agents and employees, and the Noteholders from and against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of any Financed Vehicle.
(c) The Servicer (when the Servicer is AmeriCredit) shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, their respective officers, directors, agents and employees and the Noteholders from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions or activities contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Trust or the issuance and original sale of the Notes) and costs and expenses in defending against the same.
(d) The Servicer (when the Servicer is not AmeriCredit) shall indemnify, defend and hold harmless the Trust, the Trustee, the Trust Collateral Agent, the Owner Trustee, the Collateral Agent, their respective officers, directors, agents and employees and the Noteholders from and against any taxes with respect to the sale of Receivables in connection with servicing hereunder that may at any time be asserted against any of such parties with respect to the transactions or activities contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the sale of the Receivables and the Other Conveyed Property to the Trust or the issuance and original sale of the Notes) and cos...
Liability of Servicer; Indemnities. 48 SECTION 8.3. Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer....
Liability of Servicer; Indemnities. 25 Section 6.03. Merger of Servicer; Appointment of Nominee....................... 26 Section 6.04. Limitation on Liability of Servicer and Others................... 26 Section 6.05. Servicer Not to Resign; Delegation of Duties..................... 26 Section 6.06. Servicing Compensation........................................... 27 Section 6.07.
Liability of Servicer; Indemnities. 68 SECTION 6.02 Corporate Existence; Status as Servicer; Merger.........................69 SECTION 6.03 Performance of Obligations..............................................70 SECTION 6.04 Servicer Not to Resign; Assignment......................................70 SECTION 6.05 Limitation on Liability of Servicer and Others..........................71
Liability of Servicer; Indemnities. 22 SECTION 4.02 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer................................................................... 23 SECTION 4.03 Limitation on Liability of Servicer and Others................................. 23
Liability of Servicer; Indemnities. 72 SECTION 7.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer . . . . . . . . . . . . . . . 74 SECTION 7.4 Limitation on Liability of Servicer and Others . . . .
Liability of Servicer; Indemnities. 46 Section 7.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer.............47 Section 7.4 Limitation on Liability of Servicer and Others........................................47 Section 7.5 Servicer Not to Resign................................................................48 Section 7.6 Servicer May Own Notes or Certificates................................................48 ARTICLE VIII - SERVICING TERMINATION 48 Section 8.1 Events of Servicing Termination.......................................................48 Section 8.2 Indenture Trustee to Act; Appointment of Successor Servicer...........................50 Section 8.3 Effect of Servicing Transfer..........................................................50 Section 8.4 Notification to Noteholders and Certificateholders....................................51 Section 8.5 Waiver of Past Events of Servicing Termination........................................51 ARTICLE IX - TERMINATION 51
Liability of Servicer; Indemnities. 42 Section 7.3 Merger or Consolidation of, or Assumption of the Obligations of, Servicer...........
Liability of Servicer; Indemnities. The Servicer shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: