Buyer Losses Sample Clauses

Buyer Losses. Seller is liable for all direct, incidental and consequential damages, losses, costs, and expenses (including attorneys’ fees) incurred by Buyer resulting from Seller’s failure to deliver conforming and non-defective Products or to comply with the shipping, delivery or other requirements of Buyer, even if Seller has cured the failure (collectively, “Buyer Losses”). Buyer Losses include, but are not limited to, the following: (i) any amounts charged by Buyer’s customer(s); (ii) all costs of containment, sorting, repair, replacement, cure, cover, or any other costs incurred by Buyer, in such manner and in such amount as reasonably determined by Buyer; and/or (iii) all costs of any recall campaign, corrective service action, or other voluntary or involuntary action in which Buyer or any customer participates in connection with the inclusion of Products in goods sold by Buyer.
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Buyer Losses. 56 CERCLA ................................................................... 2
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Buyer Losses. Seller and Parent jointly and severally agree to indemnify and hold harmless Buyer and its respective members, managers, officers, employees, representatives, agents and attorneys (“Buyer Indemnified Parties”) from, against and in respect of any and all Losses (as defined below) suffered, sustained, incurred or required to be paid by any of them by reason of (i) any representation or warranty made by Seller or Parent in or pursuant to this Agreement being untrue or incorrect in any respect; (ii) any failure by Seller or Parent to observe or perform their covenants and agreements set forth in this Agreement; (iii) any liability relating to or involving Seller, the Acquired Assets or the Business, in each case, that accrued prior to the Effective Time to the extent it is not an Assumed Liability; (iv) 65% of all Taxes of B&B Roadway for all periods prior to the Effective Time (including, without limitation, the portion of any Tax period that begins on or before the Closing Date and ends after the Closing Date) and all Taxes imposed on or asserted against the properties, income or operations of Seller, the Acquired Assets or the Business for all periods prior to the Effective Time (including, without limitation, the portion of any Tax period that begins on or before the Closing Date and ends after the Closing Date) and any Tax liability of Seller or Parent arising in connection with the transactions contemplated hereby; (v) any failure of Seller to have good and marketable title to the Acquired Assets free and clear of all Liens other than Permitted Liens; or (vi) any matter listed or required to be listed on Schedule 2.13.
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Buyer Losses. Section 12.2(f) Claims Period..................................................................Section 12.5 Closing........................................................................Section 9.1
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Buyer Losses. The Company and each Shareholder each make the following covenants: At the Closing Date, the Shareholders shall be deemed to have received as part of the consideration, and to have deposited with the Escrow Holder under the Escrow Agreement, the Escrowed Funds. The Escrowed Funds shall be available for recovery for Buyer Losses, including, but not limited to, those resulting from
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Buyer Losses. Seller agrees to indemnify, defend and hold harmless Buyer and its members, managers, officers, employees, representatives and agents from, against and in respect of any and all Losses suffered, sustained, incurred or required to be paid by any of them solely by reason of (a) any representation or warranty made by Seller in this Agreement being untrue or incorrect in any material respect; (b) any failure by Seller to observe or perform their covenants and agreements set forth in this Agreement; (c) any liability of Seller to the extent it is not an Assumed Liability; (d) any failure of Seller to have good title to the Acquired Assets, free and clear of all Liens other than Permitted Liens, or (e) any matter listed or required to be listed on Schedule 4.11. Asset Purchase Agreement-29-
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Buyer Losses. 11.2 Cap .................. 1.5(b)
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Related to Buyer Losses

  • Casualty Losses In the event that more than twenty-five (25%) of the square footage of the demised premises is damaged, destroyed, or rendered untenantable by fire or other casualty, Landlord may elect to terminate this lease by giving notice of such election to Tenant on or before the day which is ninety (90) days after such fire or other casualty, stating the date of termination, which termination shall be not more than thirty (30) days nor less than twenty-one (21) days after the date on which such notice of termination shall have been given; and (1) upon the date specified in such notice this lease and the term hereof shall cease and expire; and (2) any fixed annual rent and additional rent paid for a period after such date of termination shall be refunded to Tenant upon demand. If the leased premises are damaged or destroyed in whole or in part by fire or other casualty and the Tenant(s) do not want to terminate the lease, then the obligations of Tenant to pay fixed rent and to perform all of the other covenants and agreements on the part of Tenant to be performed pursuant to this shall not be diminished or affected.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Indemnifiable Losses 14.3.1 Where an Indemnified Party is entitled to Indemnifiable Losses from the Indemnifying Party pursuant to Article 14.1.1(b) or 14.1.2(b), the Indemnified Party shall promptly notify the Indemnifying Party of the Indemnifiable Losses actually incurred by the Indemnified Party. The Indemnifiable Losses shall be reimbursed by the Indemnifying Party within thirty (30) days of receipt of the notice seeking Indemnifiable Losses by the Indemnified Party. In case of nonpayment of such losses after a valid notice under this Article 14.3, such event shall constitute a payment default under Article 13.

  • Liability of Seller; Indemnities The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Buyer Indemnity Buyer will, at its expense, indemnify, defend and hold harmless Licensor and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Licensor Indemnified Parties”) from and against any and all claims, actions, proceedings and suits brought by a third party, and any and all liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) (“Claims”) to the extent arising out of or relating to an allegation of any of the following: (a) infringement, misappropriation or violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Licensor’s use thereof as permitted under this Agreement; and (b) any unauthorized or unlawful receipt, processing, transmission or storage of Buyer Data by Licensor in the performance of its obligations as permitted under this Agreement resulting from breach of Buyer’s obligations under Section 7.2.2.

  • Buyer’s Indemnification Provided that the Closing occurs, Buyer shall release, defend, indemnify and hold harmless the Seller Indemnitees from and against any and all Losses suffered by such Seller Indemnitees arising out of or related to:

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

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