E&O Claims definition

E&O Claims means any third party claim arising out of any errors and/or omissions by the Businesses in the provision of, or failure to provide, professional services to a third party for a fee.
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E&O Claims shall have the meaning assigned in Section 3.12.
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Examples of E&O Claims in a sentence

  • For disputes related to deficiencies or standard of care and potential Errors and Omissions, see PA Part II, Section 23, Dispute Resolution and Errors & Omissions Claims Process, and Exhibit I, Errors & Omissions (E&O) Claims Process.

  • Costs related to disputes or E&O Claims, including but not limited to discussions, meetings and preparation of any dispute or claim related documentation.

  • Effective as of the Closing, (a) the Acquiror shall assume and discharge or perform when due, and shall be liable for and pay, and shall indemnify, defend and hold harmless the Parent and its Affiliates from and against, all debts, liabilities, commitments and obligations of any kind relating to or arising out of any Company E&O Claims and (b) the Parent and its Affiliates shall no longer have any responsibility of any nature with respect to any Company E&O Claims.

  • Sapphire shall, and shall cause its Affiliates to, provide Buyer with the net proceeds realized with respect to such Interim E&O Claims.

  • Without limiting the foregoing, Sapphire will, and will cause its Affiliates to, use reasonable best efforts, to keep insurance policies currently maintained in respect of E&O Claims, or suitable replacements therefor (the “Interim E&O Policies”), in full force and effect from the Principal Closing through the close of business on date of the latest Relevant Closing.

  • Sapphire shall, and shall cause its Affiliates to, cooperate with Buyer and its Affiliates and its Permitted Designees as is reasonably requested by Buyer or its applicable Affiliate or designee, at Buyer’s sole cost, in order to permit Buyer and its Affiliates and Permitted Designees to submit and pursue Interim E&O Claims, and Sapphire shall consult with Buyer prior to making any material decision or taking any material action relating to any such Interim E&O Claim.

  • Effective as of the Closing, (a) the Acquiror shall assume and discharge or perform when due, and shall be liable for and pay, all debts, liabilities, commitments and obligations of any kind relating to or arising out of any Company E&O Claims arising from acts or omissions occurring after the Closing Date and (b) the Seller and its Affiliates shall have no responsibility of any nature with respect to any such Company E&O Claims.

  • Sapphire shall, and shall cause its Affiliates to, cooperate with Buyer and its Affiliates as is reasonably requested by Buyer or its applicable Affiliate, at Buyer’s sole cost, in order to permit Buyer and its Affiliates to submit and pursue Interim E&O Claims, and Sapphire shall consult with Buyer prior to making any material decision or taking any material action relating to any such Interim E&O Claim.

  • Effective as of the Closing, (a) the Company shall assume and discharge or perform when due, and shall be liable for and pay, and shall indemnify, defend and hold harmless Seller and its Affiliates from and against, all debts, liabilities, commitments and obligations of any kind relating to or arising out of any Company E&O Claims and (b) Seller and its Affiliates shall no longer have any responsibility of any nature with respect to any Company E&O Claims.

  • Effective as of the Closing, (a) the Acquiror shall assume and discharge or perform when due, and shall be liable for and pay, and shall indemnify, defend and hold harmless the Parent and its Affiliates from and against, all debts, liabilities, commitments, Losses and obligations of any kind relating to or arising out of any Company E&O Claims, and (b) the Parent and its Affiliates shall no longer have any responsibility of any nature with respect to any Company E&O Claims.