Common use of Regulatory Indemnity Clause in Contracts

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.

Appears in 2 contracts

Samples: Receivables Purchase Agreement, Receivables Purchase Agreement (Lifetime Brands, Inc)

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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 (together, the “Losses”) suffered or incurred by or brought against the Purchaser arising out of or relating to any Compliance Action (as defined below)Action, unless such Losses losses, costs, damages, claims, actions, suits, demands and liabilities 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.

Appears in 2 contracts

Samples: Master Receivables Purchase Agreement (Harmonic Inc), Master Receivables Purchase Agreement (ChampionX Corp)

Regulatory Indemnity. Each Seller will, jointly and severally, will indemnify the each Purchaser for all losses, costs, damages, claims, actions, suits, demands and liabilities (together, the “Losses”) suffered or incurred by or brought against the such Purchaser arising out of or relating to any Compliance Action (as defined below)Action, unless such Losses are solely and directly caused by (i) the gross negligence or willful intentional misconduct of such Purchaser or (ii) do not relate to the transfer of such Purchased Receivable from the Seller to such Purchaser as determined in a final judgment by a court of competent jurisdictionunder this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Constellium N.V.)

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Regulatory Indemnity. Each Seller will, jointly and severally, will 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)Action, unless such Losses are solely and directly caused by (i) the gross negligence or willful intentional misconduct of Purchaser or (ii) do not relate to the transfer of such Purchased Receivable from the Seller to the Purchaser as determined in a final judgment by a court of competent jurisdictionunder this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Constellium N.V.)

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