COVERED DAMAGES definition
COVERED DAMAGES means any and all costs, expenses, damages or other liabilities resulting from any legal, administrative or other proceedings arising out of the consummation of the transactions contemplated hereby, other than such costs, expenses, damages or other liabilities resulting from the violation by the Purchasers of any legal investment laws or other laws restricting or governing the Purchasers' investments generally, from the violation or alleged violation by the Purchasers of any of its agreements contained herein or from the gross negligence or willful misconduct of the Purchasers or any person who controls the Purchasers.
COVERED DAMAGES means Damages (as defined in Section 10.2 of the Purchase Agreement) arising from claims by third parties (i.e., parties other than either Seller or any entity controlled by or affiliated with either Seller); provided, however, that Covered Damages shall -------- ------- include Damages arising from claims for taxes (as defined in Section 9.5 of the Purchase Agreement) of Old Prodigy for Pre-Closing Taxable Periods (as defined in Section 9.5 of the Purchase Agreement) only to the extent that PSC does not comply with its obligations under Section 9 below. The ▇▇▇▇▇ ▇▇ shall be subject to multiple draws, in each case upon presentation, at any time prior to September 30, 2000, of a sight draft purporting to be signed by an officer of either Seller accompanied by a certificate signed by an officer of the drawer, in form and substance mutually agreed to by Sellers and Carso, stating that the drawer has incurred Covered Damages for which the drawer is entitled to be indemnified under Section 10.2 of the Purchase Agreement. Carso shall have the right to control the defense and settlement (with counsel of its choosing reasonably acceptable to Sellers) of all claims which may give rise to Covered Damages and, if it does not do so within a reasonable period of time after being notified of any such claims, Sellers shall be entitled to retain counsel of their choosing (and reasonably acceptable to Carso) to provide such defense (in which case the reasonable fees and expenses of one firm of outside counsel to represent Sellers with respect to such claims shall also constitute Covered Damages).
COVERED DAMAGES means and includes Covered General Damages and Covered IP Damages.