Incurred Damages definition
Examples of Incurred Damages in a sentence
The Seller will use and will cause its Affiliates to use commercially reasonable efforts to mitigate any such Seller Incurred Damages.
To the extent that the Final Award determines that an Indemnified Person has actually incurred Damages in connection with the Contested Claim through the date of the Final Award (“Incurred Damages”), the Final Award shall set forth and award to the Indemnified Person the amount of such Incurred Damages.
Both Incurred Damages and Estimated Damages owed to Indemnified Persons are deemed to be Damages for purposes of this Agreement.
No Seller Incurred Damages may be claimed by the Seller or will be reimbursable by the Buyer or will be included in calculating the aggregate Incurred Damages set forth in Section 6.2(c) other than Seller Incurred Damages in excess of the De Minimis resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances.
To the extent that the Final Award determines that a Shockwave Indemnified Person or an Atom Indemnified Person has actually incurred Damages in connection with the Contested Claim through the date of the Final Award ("INCURRED DAMAGES"), the Final Award will set forth and award to the Shockwave Indemnified Persons or the Atom Indemnified Persons, as the case may be, the amount of such Incurred Damages.
Both Incurred Damages and Estimated Damages owed to Shockwave Indemnified Persons or Atom Indemnified Persons, as the case may be, are deemed to be Damages for purposes of this Agreement.
For the avoidance of doubt, Seller Incurred Damages arising from a breach of the Buyer’s representations and warranties as of the First Stage Acquisition will also be regarded as having been incurred in respect of a breach of the Buyer’s representations and warranties as of the Second Stage Acquisition for purposes of calculating how much of the cap set forth in clause (ii) of the preceding sentence has been satisfied.
Both Incurred Damages and Estimated Damages owed to Parent are deemed to be Damages for purposes of this Agreement.
Upon issuance of such Final Award, Parent will immediately be entitled to recover (A) the amount of any Incurred Damages determined and awarded to Parent under such Final Award and (B) the amount of Estimated Damages determined and awarded under such Final Award to the extent that such Estimated Damages do not arise from a Third-Party Claim, all in accordance with paragraph (viii) below, and such Incurred Damages and such Estimated Damages will be deemed to be owed to Parent for purposes of this Agreement.
The Buyer will use, and after the Second Stage Closing Date will also use its reasonable efforts to cause the Company and its Subsidiaries to use, commercially reasonable efforts to mitigate any such Buyer Incurred Damages (recognizing that prior to the Second Stage Closing Date the Buyer may have limited ability to mitigate damages given its status as a minority shareholder).