Common use of Limitations on Liability Indemnification Clause in Contracts

Limitations on Liability Indemnification. The Purchasers agree to indemnify the Agent (to the extent not reimbursed by the Seller) ratably according to their respective Pro Rata Shares from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, Taxes (in the case of Tax liabilities in respect of earnings or gains from the investment of funds held in the Collection Account), expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement or any other Facility Document or any action taken or omitted by the Agent under this Agreement or any other Facility Document, except any such as result from the Agent's gross negligence or willful misconduct. Without limiting the foregoing, each Purchaser agrees to reimburse the Agent promptly on demand in proportion to its Pro Rata Share for any out-of-pocket expenses, including legal fees, incurred by the Agent in connection with the administration or enforcement of or the preservation of any rights under this Agreement or any other Facility Document (to the extent that the Agent is not reimbursed for such expenses by the Seller) The foregoing indemnities shall survive the termination of this Agreement.

Limitations on Liability Indemnification. (a) Anything herein to the contrary notwithstanding, the Agent and the Purchasers shall have no obligations or liabilities with respect to any Assigned Collateral, nor shall any of them be obligated to perform any of the obligations of the Seller owing to any Obligor under the Receivables or in respect thereof. (b) The Purchasers agree to indemnify the Agent (to the extent not reimbursed by the Seller) ratably according to their respective Pro Rata Shares from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, Taxes (in the case of Tax liabilities Taxes in respect of earnings or gains from the investment of funds held in the Collection Account), expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement or any other Facility Document or any action taken or omitted by the Agent under this Agreement or any other Facility Document, except any such as result from the Agent's gross negligence or willful misconduct. Without limiting the foregoing, each Purchaser agrees to reimburse the Agent promptly on demand in proportion to its Pro Rata Share for any all reasonable out-of-pocket expenses, including legal fees, incurred by the Agent in connection with the administration or enforcement of or the preservation of any rights under this Agreement or any other Facility Document (to the extent that the Agent is not reimbursed for such expenses by the Seller) ). The foregoing indemnities shall survive the termination of this Agreement.