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

• 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.

• In the event that any party institutes any Proceeding against the other party arising out of or relating to this Agreement, the prevailing party in the Proceeding shall be entitled to receive, in addition to all other Damages to which it may be entitled, the costs incurred by such party in conducting the Proceeding, including reasonable attorneys’ fees and expenses and court costs.

• For purposes of determining any Breach by Sellers or the Companies or the Damages attributable to any Claim under this ARTICLE VII, the parties will disregard any materiality or material adverse effect or similar qualifier in the representation, warranty or covenant to which such Breach relates.

• For purposes of determining any Breach by Seller or the Company or the Damages attributable to any Claim under this ARTICLE VII, the parties will disregard any materiality or material adverse effect or similar qualifier in the representation, warranty or covenant to which such Breach relates.

More Definitions of Damages

Damages means all elements of relief or recovery of whatever nature, whether known or unknown, which are recognized by the law or equity of any jurisdiction. This term includes, without limitation, actual, incidental, indirect, consequential, compensatory, liquidated, exemplary, and punitive damages; rescission, attorneys' fees; interest; costs; equitable relief; and expenses.

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 means all fines, losses, damages, liabilities, penalties, judgments settlements, assessments and other reasonable costs and expenses (including reasonable legal, attorneys’ and other experts’ fees).