General Losses definition

General Losses and the Claims with respect thereto, "General Claims"), Omnicom shall give notice thereof (the "General Claims Notice") substantially in the form of and in conformity with the instructions contained in Exhibit 2 hereto to the Representative and to the Escrow Agent. The General Claims Notice shall describe the General Claim in reasonable detail, shall indicate the amount (estimated, if necessary, and to the extent feasible) of the General Losses that have been or may be suffered by Omnicom and for the applicable Indemnified Party, as the case may be. General Losses shall be reimbursed solely out of the General Escrow Fund.
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General Losses shall include all Losses other than Tax Losses, Title Losses, Employment Losses, and ▇▇▇▇ Losses. The Sellers and the Partners shall not, in any event, be required to indemnify Peregrine, any wholly-owned subsidiary of Peregrine deemed a Buyer hereunder, or any of their respective officers, directors, agents or Affiliates for any consequential or punitive damages, including, but not limited to, loss of revenue or income, cost of capital, or loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement. In no event shall the Sellers and Partners be required to indemnify Peregrine, any wholly owned subsidiary of Peregrine deemed a "Buyer" hereunder, or any of their respective officers, directors, agents or Affiliates for cumulative Losses (including Losses previously recovered) in excess of $13,000,000.
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General Losses means all losses, direct, consequential, special, incidental or indirect damages, lost profits, diminution of value or similar items (other than punitive damages), claims, costs, expenses (including actual attorneys’ fees), interest, awards, judgments and penalties; provided that, notwithstanding anything to the contrary in the foregoing, “General Losses” shall include a Person’s ability to recover any punitive damages to the extent awarded to a third party in connection with a Third Party Claim; provided , further , that, notwithstanding anything to the contrary in the foregoing, “General Losses” shall not include (a) reputational damages or (b) any consequential, special, incidental or indirect damages, lost profits, diminution of value or similar items (other than any such damages, lost profits or similar items actually paid to the extent awarded to a third party in connection with a Third Party Claim) to the extent they arise out of (i) any Action that has been settled among the parties thereto prior to the date hereof, (ii) the signing of this Agreement or the Closing (other than a breach of this Agreement) or (iii) the Existing Governmental Matters.
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Examples of General Losses in a sentence

  • In the event API becomes entitled to Indemnification for a finally determined amount under this Article 11 hereof with respect to any General Losses actually incurred by the Corporation in excess of the Threshold Amount, API may, in its sole and absolute discretion, elect to offset such amount against any amounts (whether principal, interest or otherwise) thereafter due to ▇▇▇▇▇▇▇▇▇ from API under the Consulting Agreement or the Non- Competition Agreement.

  • Notwithstanding anything ------------------------------ to the contrary contained herein, neither PPD nor Subsidiary collectively shall have any indemnification obligations in respect of any General Losses until the aggregate amount of General Losses of the Shareholders (and their respective successors, heirs and assigns) under this Agreement and the General Losses of ▇▇▇▇ ▇.

  • The General Claims Notice shall describe the General Claim in reasonable detail, shall indicate the amount (estimated, if necessary, and to the extent feasible) of the General Losses that have been or may be suffered by Omnicom and for the applicable Indemnified Party, as the case may be.

  • In the event the aggregate amount of the General Losses approved by the Shareholder Representative in the compromise of any General Claim does not exceed $500,000, the fees of the Shareholder Representative shall be paid by BOKF.

  • Notwithstanding anything to the ------------------------------ contrary contained herein, neither PPD nor PPD Parent shall have any indemnification obligations in respect of any General Losses until the aggregate amount of General Losses of ▇▇▇▇ ▇.

  • Co. (and their respective successors, heirs and assigns) under the Share Purchase Agreement, collectively, exceeds Five Hundred Thousand Dollars ($500,000), and then PPD and Subsidiary shall be liable only for the amount of such General Losses in excess of Five Hundred Thousand Dollars ($500,000).

  • Provided that a Claims Notice ---------------------------------------- has been submitted to the Shareholders prior to the expiration of the applicable survivability period specified in Section 8.1 and subject to the additional ----------- limitations set forth in this Agreement, the Shareholders shall indemnify, defend and hold harmless MRL, PPD and Subsidiary (and their respective directors, managers, officers, employees, affiliates, successors and assigns) from and against all of their General Losses.

  • Any lawsuit, proceeding, demand, claim, matter, ------------------ event or circumstance which may give rise to a claim for General Losses or Specific Losses against any Indemnifying Party by an Indemnified Party.

  • General Losses shall be reimbursed solely out of the General Escrow Fund.

  • Seller shall not have any liability under this Article 13 in the event that the aggregate amount of General Losses, Environmental Losses, Tax Losses and Product Losses do not exceed $50,000.


More Definitions of General Losses

General Losses has the meaning set forth in Section 8.4(a).
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General Losses means all losses, direct, consequential, special, incidental or indirect damages, lost profits, diminution of value or similar items (other than punitive damages), claims, costs, expenses (including actual attorneys’ fees), interest, awards, judgments and penalties; provided that, notwithstanding anything to the contrary in the foregoing, “General Losses” shall include a Person’s ability to recover any punitive damages to the extent awarded to a third party in connection with a Third Party Claim; provided, further, that, notwithstanding anything to the contrary in the foregoing, “General Losses” shall not include (a) reputational damages or (b) any consequential, special, incidental or indirect damages, lost profits, diminution of value or similar items (other than any such damages, lost profits or similar items actually paid to the extent awarded to a third party in connection with a Third Party Claim) to the extent they arise out of (i) any Action that has been settled among the parties thereto prior to the date hereof, (ii) the signing of this Agreement or the Closing (other than a breach of this Agreement) or (iii) the Existing Governmental Matters.
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General Losses shall have the meaning set forth in Section 10.2(b).
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Related to General Losses

  • Electrical Losses means all electrical losses associated with the transmission of Product to the Delivery Point, including if applicable, but not limited to, any transmission or transformation losses between the CAISO revenue meter and the Delivery Point.

  • Consequential Loss means indirect or consequential loss or damage such as, but not limited to, loss of contract, bargain, expectation, opportunity, profit, production, revenue, anticipated cost reduction or interest payable howsoever caused, arising out of or in connection with this Contract.

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

  • Buyer Losses has the meaning set forth in Section 10.1(a).

  • General Liabilities shall have the meaning given it in Article III, Section 6(b) of this Declaration of Trust;