Damages definition

Damages means any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and disbursements and costs and expenses of expert witnesses and investigation).

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Damages has the meaning set forth in Section 9.2(a).

Damages means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

Examples of Damages in a sentence

For purposes of determining breach of a representation and warranty and the amount of indemnification Damages, each representation or warranty contained in this Agreement shall be read without giving effect to any materiality or Material Adverse Effect or Material Adverse Change standard or qualification.
The Company shall reimburse the Investor and each such Investor Indemnified Person promptly as Indemnified Damages are incurred and are due and payable, including reasonable legal fees, disbursements and other expenses incurred by an Investor Indemnified Person in connection with investigating or defending any such Claim.
Neither Party shall be liable under this Section 8.2 for any Damages until the amount otherwise due the indemnified Party exceeds $250,000 in the aggregate (the “Deductible Amount”), in which case the indemnifying Party will be liable to the indemnified Party for the amount such Claims exceed the Deductible Amount.
A Party making a claim for indemnification (a “Claim”) shall give written notice (a “Claim Notice”) to the indemnifying Party as soon as practicable after becoming aware of any fact, condition or event which may give rise to indemnifiable Damages.
In all cases, the Damages Contribution Amount shall equal the Damages paid by the WHP Member or the Parent Guarantor in respect of the Guaranteed Obligations; provided, that, in no event shall the Damages Contribution Amount exceed the Indirect Contribution Amount.

More Definitions of Damages

Damages means all losses, claims, demands, damages, Liabilities, judgments, dues, penalties, assessments, fines (civil, criminal or administrative), costs, liens, forfeitures, settlements, fees or expenses (including reasonable attorneys’ fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending a claim or Action), of any nature or kind, whether or not the same would properly be reflected on any financial statements or the footnotes thereto.

Damages means any and all damages, liabilities, obligations, penalties, fines, judgments, claims, deficiencies, losses, costs, expenses and assessments (including without limitation income and other taxes, interest, penalties and attorneys' and accountants' fees and disbursements).

Damages shall have the meaning set forth in Section 14.1.

Damages shall include any loss, damage, injury, decline in value, lost opportunity, liability, claim, demand, settlement, judgment, award, fine, penalty, Tax, fee (including reasonable attorneys' fees), charge, cost (including costs of investigation) or expense of any nature.

Damages shall have the meaning assigned to such term in Section 7.02.

Damages means any loss, claim, damage, liability, costs and expenses (including, without limitation, reasonable attorney's fees and disbursements and costs and expenses of expert witnesses and investigation).

Damages as defined in Section 10.2.