Regulatory Indemnity Sample Clauses

Regulatory Indemnity. Each Seller will, jointly and severally, indemnify the Purchaser for all losses, costs, damages, claims, actions, suits, demands and liabilities (together, the “Losses”) suffered or incurred by or brought against the Purchaser arising out of or relating to any Compliance Action (as defined below), unless such Losses are solely and directly caused by the gross negligence or willful misconduct of the Purchaser as determined in a final judgment by a court of competent jurisdiction.
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Regulatory Indemnity. Seller will indemnify Purchaser for all losses, costs, damages, claims, actions, suits, demands and liabilities (together, the “Losses”) suffered or incurred by or brought against Purchaser arising out of or relating to any Compliance Action, unless such Losses are caused by (i) the gross negligence or intentional misconduct of Purchaser or (ii) do not relate to the transfer of such Purchased Receivable from the Seller to the Purchaser under this Agreement. (f) Set-Off. Seller further agrees that, unless Seller notifies Purchaser in writing that it desires to pay on the date when due any amounts due under this Section 7 and Seller makes such payment to Purchaser in immediately available funds on the date that such payment is due, Seller hereby irrevocably authorizes Purchaser, without further notice to Seller, to set-off such amount against the Purchase Price of any Proposed Receivables to be purchased on or after such due date. (g)
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Regulatory Indemnity. 48.1. The Service Provider will be solely liable for all losses, damages, costs, expenses and liabilities (including legal fees) incurred by or awarded against Transnet or their respective directors, officers, agents, employees, members, subsidiaries and successors in interest (together the “Indemnified Persons”) in connection with any proceedings, claim or action against an Indemnified Person resulting from a breach by the Service Provider of any Regulatory Requirements, where applicable.
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Regulatory Indemnity. Each Underwriter agrees to indemnify and hold harmless the Representative, the Managers, each other Underwriter and each person, if any, who controls the Representative, a Manager, or other Underwriter within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against any and all losses, claims, damages, or liabilities, joint or several (or actions of any nature whatsoever in respect thereof), to which it or any of them may become subject insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based on the giving of unauthorized information or the making of unauthorized representations by such Underwriter in breach of the provisions of Section 18 hereof, or arise out of or are based on the failure by such Underwriter to observe applicable SEC or MSRB rules, or other regulatory provisions or arise out of or are based on the absence of authority on the part of such Underwriter to participate in the offering as an Underwriter or to execute, to consummate the transactions contemplated in, or to perform, the Agreement or the Purchase Contract, or arise out of or are based on breach or violation of the law of any jurisdiction that restricts, limits or prohibits such execution, consummation or performance by such Underwriter. Each Underwriter agrees to reimburse each such indemnified party or parties for any legal or other expenses whatsoever reasonably incurred by it or them (includ- ing fees and disbursements of counsel) in connection with investigating, preparing or defend- ing against any such loss, claim, damage, liability or action.
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Regulatory Indemnity. You agree to indemnify and hold us harmless and to indemnify and hold harmless each other Underwriter and each person, if any, who controls us or such other Underwriter within the meaning of the Exchange Act, against any and all losses, claims, damages, or liabilities, joint or several (or actions of any nature whatsoever in respect thereof), to which we or any of them may become subject insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based on your giving of unauthorized information or your making of unauthorized representations in breach of the provisions of this Master Agreement, or arise out of or are based on your failure to observe applicable SEC or MSRB rules, or other regulatory provisions or arise out of or are based on the absence of authority on your part to participate in the offering as an Underwriter or to execute, to consummate the transactions contemplated in, or to perform, this Master Agreement or the Purchase Contract, or arise out of or are based on breach or violation of the law of any jurisdiction that restricts, limits or prohibits your execution, consummation or performance. You agree to reimburse each such indemnified party or parties for any legal or othe r expenses whatsoever reasonably incurred (including fees and disbursements of counsel) in connection with investigating, preparing or defending against any such loss, claim, damage, liability or action.
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Regulatory Indemnity. Seller will indemnify Purchaser for all losses, costs, damages, claims, actions, suits, demands and liabilities (together, the “Losses”) suffered or incurred by or brought against Purchaser arising out of or relating to any Compliance Action (as defined in Section 15(e)(ii) below), unless such Losses are caused by (i) the gross negligence or intentional misconduct of Purchaser or (ii) (A) relate to the acts or omissions of the Purchaser which are (x) in material violation of applicable law relating to such action or omission or (y) in material breach of its obligations hereunder, (B) do not relate to the acts or omissions of the Seller, the Servicer or any of their Affiliates, (C) do not relate to the transfer of such Purchased Receivable from the Seller to the Purchaser and (D) do not relate to the goods or services that are the subject of such Purchased Receivables.
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Regulatory Indemnity. Each Seller will, jointly and severally, indemnify the Purchaser for all losses, costs, damages, claims, actions, suits, demands and liabilities suffered or incurred by or brought against the Purchaser arising out of or relating to any Compliance Action. The foregoing indemnification shall not apply to such indemnification obligations hereunder to the extent (A) resulting from the gross negligence or willful misconduct of the Purchaser seeking such indemnification or a breach in bad faith of such Indemnified Parties’ express obligations under the applicable Transaction Documents, each as determined in a final non-appealable judgment by a court of competent jurisdiction, (B) of a proceeding that does not involve an act or omission by the Seller or any of its respective Affiliates and that is brought by an Indemnified Party against any other Indemnified Party (other than a proceeding that is brought against the Purchaser or any other agent in its capacity or in fulfilling its roles as an agent hereunder or any similar role with respect hereto), (C) arising from an Insolvency Event, general lack of creditworthiness or other deterioration in financial or credit condition with respect to the applicable Account Debtor, or (D) such indemnified amounts are recovered by the Purchaser through payment of the Repurchase Price
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Regulatory Indemnity. 11.1 The Transporter will be solely liable for all losses, damages, costs, expenses and liabilities (including legal fees) incurred by or awarded against Amalooloo or their respective directors, officers, agents, employees, members, subsidiaries and successors in interest (together the “Indemnified Persons”) in connection with any proceedings, claim or action against an Indemnified Person resulting from a breach by the Transporter of any Regulatory Requirements.
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Related to Regulatory Indemnity

  • Mandatory Indemnification (a) The Trust hereby agrees to indemnify each person who at any time serves as a Trustee or officer of the Trust (each such person being an “indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and reasonable counsel fees reasonably incurred by such indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while acting in any capacity set forth in this Article V by reason of his having acted in any such capacity, except with respect to any matter as to which he shall not have acted in good faith in the reasonable belief that his action was in the best interest of the Trust or, in the case of any criminal proceeding, as to which he shall have had reasonable cause to believe that the conduct was unlawful, provided, however, that no indemnitee shall be indemnified hereunder against any liability to any person or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, or (iv) reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as “disabling conduct”). Notwithstanding the foregoing, with respect to any action, suit or other proceeding voluntarily prosecuted by any indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee (1) was authorized by a majority of the Trustees or (2) was instituted by the indemnitee to enforce his or her rights to indemnification hereunder in a case in which the indemnitee is found to be entitled to such indemnification. The rights to indemnification set forth in this Declaration shall continue as to a person who has ceased to be a Trustee or officer of the Trust and shall inure to the benefit of his or her heirs, executors and personal and legal representatives. No amendment or restatement of this Declaration or repeal of any of its provisions shall limit or eliminate any of the benefits provided to any person who at any time is or was a Trustee or officer of the Trust or otherwise entitled to indemnification hereunder in respect of any act or omission that occurred prior to such amendment, restatement or repeal.

  • Currency indemnity (a) If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

  • Licensee's Indemnification LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' fees and costs and any expenses incurred in the settlement or avoidance of any such claim, which result from or are in connection with:

  • Currency Rate Indemnity (a) The Guarantor shall (to the extent lawful) indemnify the Trustee and the Noteholders and keep them indemnified against:

  • Enforcement Expenses; Indemnification (i) Each Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Purchasers.

  • Mandatory Indemnification; Indemnification as a Witness (i) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.

  • Cross Indemnification Each Lender (an "Indemnifying Party") hereby agrees to indemnify, hold harmless and defend each other and such other Lender's respective officers, directors, employees, attorneys, agents (not including any Participating Institution or the servicer of any XXXX Loan) and each person who controls such other Lender within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively and severally, the "Indemnified Parties"), from and against any and all claims, obligations, penalties, actions, suits, judgments, costs, disbursements, losses, liabilities and/or damages (including, without limitation, reasonable external attorneys' fees and the allocated costs of internal salaried attorneys) of any kind whatsoever which may at any time be imposed on, assessed against or incurred by any such Indemnified Party in any way relating to or arising out of the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender hereunder or the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender to any Participating Institution in connection with the XXXX Program or the Subject Securitization Transaction. The indemnity provided by each Indemnifying Lender hereunder is in addition to any liability which such Lender may otherwise have to the Indemnified Parties, at law, in equity or otherwise, in connection with the Subject Securitization Transaction.

  • Services by Indemnitee Indemnitee will serve as a director or officer of the Company. However, this Agreement shall not impose any independent obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company. This Agreement shall not be deemed an employment contract between the Company (or any other entity) and Indemnitee.

  • Third Party Indemnification The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

  • Xxxxx Indemnification Xxxxx 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.

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