Buyer's Losses means all damages (including, without limitation, amounts paid in settlement with the Seller's consent, which consent may not be unreasonably withheld), losses, obligations, liabilities, claims, deficiencies, costs and expenses (including, without limitation, reasonable attorneys' fees), penalties, fines, interest and monetary sanctions, including, without limitation, reasonable attorneys' fees and costs incurred to comply with injunctions and other court and Agency orders, and other costs and expenses incident to any suit, action, investigation, claim or proceeding or to establish or enforce the rights of Buyer or such other persons to indemnification hereunder.
Buyer's Losses shall have the meaning assigned to such term in Section 11.01(a).
Buyer's Losses has the meaning given in Section 9.1(b).
Examples of Buyer's Losses in a sentence
Sellers' Indemnifying Party shall, jointly and severally, defend, indemnify and hold each Buyer Indemnified Party free and harmless from and against any and all of the Buyer's Losses by any Person or broker claiming to have been engaged by, or on behalf of, any Seller or with whom any Seller is claimed to have made an agreement for compensation.
With respect to Buyer's Losses, Environmental Costs and Employee Claims, Sellers shall be the Indemnifying Party and Buyer and its directors, officers, employees, representatives, agents and attorneys shall be the Indemnified Party.
With respect to Buyer's Losses (as defined below), Seller shall be the Indemnifying Party and Buyer shall be the Indemnified Party.
With respect to Buyer's Losses and claims of employees pursuant to Section 11.2, hereof, Seller shall be the Indemnifying Party and Buyer shall be the Indemnified Party.
Grain pile transferring and conveying:multiplying a maximum annual grain throughput of 28,300 tons/yr by an emission factor of 0.034 lb PM10/ton grain, (AP-42 Table 9.9.1-1 [3/03]), and applying a control efficiency of 80% for use of mineral oil, then dividing by 2000 lbs/ton [0.10 ton fugitive PM10/yr].
More Definitions of Buyer's Losses
Buyer's Losses has the meaning specified in Section 7.2;
Buyer's Losses means all damages (including, without limitation, amounts paid in settlement with the Sellers' consent, which consent may not be unreasonably withheld), losses, obligations, liabilities, claims, deficiencies, costs and expenses (including, without limitation, reasonable attorneys' fees), penalties, fines, interest and monetary sanctions, including, without limitation, reasonable attorneys' fees and costs incurred to comply with injunctions and other court and Agency orders, and other costs and expenses incident to any suit, action, investigation, claim or proceeding or to establish or enforce the rights of Buyer or such other persons to indemnification hereunder. "Buyer's Losses" shall be determined in good faith net of any tax benefits resulting from any such Loss. "Buyer's Losses" shall include lost profits from operations but not other consequential damages to Buyer not due or payable to a third party.
Buyer's Losses shall be determined in good faith net of any tax benefits resulting from any such Loss. "Buyer's Losses" shall include lost profits from operations but not other consequential damages to Buyer not due or payable to a third party.
Buyer's Losses shall include lost profits from operations but not other consequential damages to Buyer not due or payable to a third party.
Buyer's Losses has the meaning given in paragraph 7.2;
Buyer's Losses means and shall include any losses, damages, liabilities, claims, fees, royalties, legal and settlement costs (including reasonable attorneys fees), and any external costs or expenses incurred by eFunds from third parties, suffered or incurred by eFunds as a result of any such breach, failure, or matter, and which, in each case, is directly attributable to any breach by ATM, the Principals or Ronald G. Roth of any of such representations, warranties, covenants, xxxxxxxxxx xx obligations, or the Existing Claims, Reconciliation Holdback matter, and Vault Cash Holdback matter described in Section 10.02 below, provided, however, that (i) indemnifiable "Buyers Losses" shall not include (A) any costs or expenses (including legal fees and expenses) incurred by Company in resolving and bringing to conclusion the Reconciliation Holdback matter or Vault Cash Holdback matter described in Section 10.02 below, or (B) any loss to eFunds in excess of $1,000,000 with respect to the Reconciliation Holdback matter or any loss to eFunds in excess of $2,000,000 with respect to the Vault Cash Holdback matter; or (C) any loss that would otherwise be a Buyers Loss hereunder but that is recovered by eFunds from any applicable insurance coverage; or (D) any amount owed to ATM by eFunds pursuant to Section 10.02 (e) below; or (E) any losses, damages, or liabilities whatsoever arising from or related to the Management Agreement; and (ii) no such indemnification shall be available for Buyers Losses under the General Holdback unless and until the aggregate amount of Buyers Losses subject to the General Holdback hereunder exceeds four hundred and forty thousand dollars ($440,000) [the "Threshold Amount"], at which point all additional Buyers Losses in excess of the Threshold Amount under the General Holdback and up to and including the $2,000,000 General Holdback amount shall be indemnifiable hereunder. The aggregation of Buyers Losses subject to the General Holdback need only reach the Threshold Amount once and after such point, eFunds may seek indemnification for all Buyers Losses in excess of the Threshold Amount that may arise under the General Holdback up to and including the $2,000,000 General Holdback amount. For the avoidance of doubt, (x) the entire $2,000,000 General Holdback is available to cover Buyers Losses after the Threshold Amount has been reached, and (y) there is no threshold amount applicable to the Reconciliation Holdback or the Vault Cash Holdback and all Buyers L...
Buyer's Losses is defined in Section 10.2 of this Agreement.