Indemnification Principles. For purposes of this Article VIII, “Losses” shall mean each and all of the following items: claims, losses (including, without limitation, losses of earnings), liabilities, obligations, payments, damages (actual, punitive or consequential), charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, costs and expenses of investigation, actions, suits, proceedings, demands, assessments and reasonable fees, expenses and disbursements of counsel, consultants and other experts).
Indemnification Principles. For purposes of this Section 6, “Losses” shall mean each and all of the following items: claims, losses (including, without limitation, losses of earnings), liabilities, obligations, payments, damages (actual, punitive or consequential to the extent provided in this Section 6.2), charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, costs and expenses of investigation, actions, suits, proceedings, demands, assessments and reasonable fees, expenses and disbursements of counsel, consultants and other experts). Each Purchaser and the Company hereby agree that Losses shall not include punitive or consequential damages except to the extent that such Losses are the result of the gross negligence, willful misconduct or fraud of the party from whom the indemnification is being sought (the “Indemnifying Party”).
Indemnification Principles. For purposes of this Agreement, "
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Indemnification Principles. For purposes of this Section 11, "Losses" shall mean each and all of the following items: claims, losses (including, without limitation, losses of earnings), liabilities, obligations, payments, damages (actual, punitive or consequential), charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith), costs and expenses of investigation, actions, suits, proceedings, demands, assessments and fees, expenses and disbursements of counsel, consultants and other experts. For purposes of Section 11.1(a) the Corporation shall not be obligated to indemnify, defend or hold harmless any Investor Entity for any (i) punitive damages or (ii) damages arising out of such Investor Entity's lost use of such Investor Entity's share of the Purchase Price (as shown on Schedule 1.1 hereto) for an alternative investment, except in any case where such damages are the result of the willful misrepresentation, fraud or deceit of the
Indemnification Principles. (a) Notwithstanding any other provision in this Agreement to the contrary, neither Seller nor Buyer shall be liable to, or indemnify, the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, for any Losses: (i) that are punitive, special, consequential, incidental, exemplary or indirect damages, other than (x) any such damages claimed by a Party against another Party to this Agreement to the extent they were: (A) a natural, probable and reasonably foreseeable result of a breach by the breaching Party, (B) within the reasonable contemplation of the Parties, and (C) can be proven with reasonable certainty, and (y) to the extent actually paid to a non-Affiliated third party pursuant to a final and non-appealable judgment or arbitral decision issued by a court of competent jurisdiction, or (ii) with respect to any amount that was taken into account in the final determination of Acquired Companies Cash, Net Working Capital, Unpaid Transaction Expenses or Acquired Companies Indebtedness pursuant to Section 2.6.
Indemnification Principles. For purposes of this Section 8, (i) "Losses" shall mean each and all of the following items: claims, losses, (including, without limitation, losses of earnings) liabilities, obligations, payments, damages (actual, punitive or consequential), charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, costs and expenses of investigation, actions, suits, proceedings, demands, assessments and fees, expenses and disbursements of counsel, consultants and other experts); and (ii) each of the representations and warranties made by any party in this Agreement and in the Ancillary Documents (other than the representation and warranty made in subclause (a) of Section 2.8 and in Section 2.19 and 2.24 of this Agreement) shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality, such as the words "Material Adverse Effect," "immaterial," "material" and "in all material respects" or words of similar import. Any payment (or deemed payment) by the Company to a Purchaser pursuant to this Section 8 shall be treated for federal income tax purposes as an adjustment to the price paid by such Purchaser for the Series D Preferred Stock and the Warrants pursuant to this Agreement.
Indemnification Principles. For purposes of this Section 8.5, "Losses" shall mean each and all of the following items: claims, losses, liabilities, obligations, payments, damages, charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, costs and expenses of investigation, actions, suits, proceedings, demands, assessments and reasonable fees, expenses and disbursements of counsel, consultants and other experts). Losses shall not include, and indemnification shall not be available under this Section 8.5 for, (i) lost profits, punitive, special, indirect, consequential, incidental, exemplary or other similar damages (collectively, "Special Damages"), other than Special Damages payable to Third Parties. Notwithstanding any provision in this Agreement or any Related Agreement, no Party hereto or thereto shall seek or be entitled to receive any Special Damages from any other Party, or its Affiliates, in connection with such Agreements.
Indemnification Principles. For purposes of this Section 6.5, "Losses" shall mean each and all of the following items: claims, losses, liabilities, obligations, payments, damages, charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, costs and expenses of investigation, actions, suits, proceedings, demands, assessments and reasonable fees, expenses and disbursements of counsel, consultants and other experts). Losses shall not include, and indemnification shall not be available under this Section 6.5 for, (i) lost profits, punitive, special, indirect, consequential, incidental, exemplary or other similar damages (collectively, "Special Damages"), other than Special Damages payable to Third Parties, or (ii) any Obligations which are otherwise subject to Sections 2.1(a), 2.1(b) and 2.4(b)(1). Notwithstanding any provision in this Agreement or any Related Agreement, no Party hereto or thereto shall seek or be entitled to receive any Special Damages from any other Party, or its Affiliates, in connection with such Agreements. Section 6.5.5.
Indemnification Principles. For purposes of this Section 8.5, "Losses" shall mean each and all of the following items: claims, losses (other than lost profits), liabilities, obligations, payments, damages (other than punitive, special, indirect, consequential, incidental, exemplary or other similar damages), charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, costs and expenses of investigation, actions, suits, proceedings, demands, assessments and reasonable fees, expenses and disbursements of counsel, consultants and other experts).
