Agent Losses definition

Agent Losses has the meaning set forth in Section 7.8(c).

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Agent Losses means losses, costs and expenses and amounts paid in settlement, directly or indirectly resulting from, arising out of or relating to one or more Claims. Upon the written request of the Escrow Agent or any such officer, director, employee or agent (each referred to herein as an "Indemnified Party") IHHI and/or OCPIN shall assume the investigation and defense of any Claim, including the employment of counsel reasonably acceptable to the applicable Indemnified Party and the payment of all expenses related thereto and, notwithstanding any such assumption, such Indemnified Party shall have the right, and IHHI and/or OCPIN shall pay the cost and expense thereof, to employ separate counsel with respect to any such Claim and participate in the investigation and defense thereof in the event that such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or in addition to those available to any Party. IHHI and OCPIN hereby agree that the indemnification and protections afforded the Escrow Agent in this Article 4 shall survive the termination of this Agreement, the resignation or removal of the Escrow Agent pursuant to Section 3.3 hereof or the tender by the Escrow Agent of the Escrowed Shares and Escrowed Cash to a court pursuant to Section 3.2 hereof.

Agent Losses means any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with the activities of the Stockholders’ Agent in such capacity under this Agreement, the Escrow Agreement and the other Transaction Documents.

Examples of Agent Losses in a sentence

Additionally, the Transfer Agent will accumulate the net Transfer Agent Losses less than $0.01 per share to any Fund share class over each calendar quarter.
Any out-of-pocket costs and expenses reasonably incurred by the Holders’ Agent in connection with actions taken by the Holders’ Agent pursuant to the terms of this Section 7.9 (including the hiring of legal counsel and the incurring of reasonable legal fees and costs) and any Holders’ Agent Losses will be paid to the Holders’ Agent from the Agent Fund, and the Holders’ Agent may use the Agent Fund only to pay such costs and expenses reasonably incurred and to satisfy any Holders’ Agent Losses.
Each of Parent and the Stockholders shall indemnify, defend and hold the Escrow Agent harmless from and against one-half of any and all Escrow Agent Losses arising out of or in connection with its acceptance of appointment as Escrow Agent hereunder which are not a consequence of any action of any other party hereto, except as caused by the Escrow Agent's willful misconduct or gross negligence.
The Stockholders shall severally indemnify, defend and hold the Escrow Agent harmless from and against any and all Escrow Agent Losses that may be incurred by the Escrow Agent hereunder as a consequence of actions of the Stockholder Agent or of the Stockholders.
If a successor Escrow Agent has not been appointed and has not accepted such appointment by the end of such thirty (30) day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent and the fees, costs and expenses (including reasonable counsel fees and expenses) which it incurs in connection with such a proceeding shall be deemed to be Escrow Agent Losses.
The Stockholders' obligation to indemnify Escrow Agent under this Section 6(b) for Escrow Agent Losses may be satisfied by use of the Escrow Fund and shall be limited to the amounts therein, provided that any such use of the Escrow Fund is subordinated to the satisfaction of all other claims for indemnification for Damages under Article VIII, Section 1.7(b) and Section 1.7(d) of the Merger Agreement.
For the purposes hereof, the term "Agent Losses" shall mean losses, costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to reasonable attorneys', accountants' and other professionals' fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting from, arising out of or relating to one or more Agent Claims.
Notwithstanding the foregoing, the indemnification contained in this Section 9(a) shall not apply to amounts paid by the Indemnitee in settlement of any Escrow Agent Losses if such settlement is effected without the consent of the Issuer.
For the avoidance of doubt, in no event shall the FP Representative be required to wait for future releases of funds prior to recovering Agent Losses directly from the FP Indemnity Securityholders.
Subject to the preceding sentence, MLBAM, on the one hand, and the Beneficiaries (acting, for these purposes, jointly as one party), on the other hand, shall each pay one-half (1/2) of Escrow Agent’s Agent Losses (as hereinafter defined) as provided in Section 5.3.

More Definitions of Agent Losses

Agent Losses has the meaning set forth in Section 1.2.4 of this Agreement.

Agent Losses has the meaning ascribed to it in Section 10.17(e).

Agent Losses means losses, costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to reasonable attorneys’, accountants’ and other professionals’ fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting from, arising out of or relating to one or more Agent Claims. Upon the written request of any Agent or any such Agent Indemnified Party, MatrixOne agrees to assume the investigation and defense of any Agent Claim, including the employment of counsel acceptable to the applicable Agent Indemnified Party and the payment of all expenses related thereto and, notwithstanding any such assumption, the Agent Indemnified Party shall have the right, and MatrixOne agrees to pay the cost and expense thereof, to employ separate counsel with respect to any such Agent Claim and participate in the investigation and defense thereof in the event that such Agent Indemnified Party shall have been advised by counsel that there exists a conflict of interest between such Agent Indemnified Party and MatrixOne. MatrixOne hereby agrees that the indemnifications and protections afforded the Agents in this section shall survive the termination of this Agreement.

Agent Losses has the meaning set forth in Section 11.1(e) of this Agreement.

Agent Losses means losses, costs and expenses and amounts paid in settlement, directly or indirectly resulting from, arising out of or relating to one or more Claims. Upon the written request of the Escrow Agent or any such officer, director, employee or agent (each referred to herein as an “Indemnified Party”) Buyer and/or the Selling Shareholders shall assume the investigation and defense of any Claim, including the employment of counsel reasonably acceptable to the applicable Indemnified Party and the payment of all expenses related thereto and, notwithstanding any such assumption, such Indemnified Party shall have the right, and Buyer and/or the Selling Shareholders shall pay the cost and expense thereof, to employ separate counsel with respect to any such Claim and participate in the investigation and defense thereof in the event that such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or in addition to those available to any Party. Buyer and Selling Shareholders hereby agree that the indemnification and protections afforded the Escrow Agent in this Section 5 shall survive the termination of this Agreement, the resignation or removal of the Escrow Agent pursuant to Section 4.3 hereof or the tender by the Escrow Agent of the Escrow Fund to a court pursuant to Section 4.2 hereof.