Indemnifiable Damages definition
Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.
Indemnifiable Damages has the meaning set forth in Section 8.03.
Indemnifiable Damages means any and all liabilities in respect of suits, proceedings, demands, judgments, damages, expenses and costs (including, without limitation, reasonable counsel fees and costs and expenses) incurred in the investigation, defense or settlement of any claims covered by the indemnification set forth in this Agreement.
Examples of Indemnifiable Damages in a sentence
The Basket shall not apply to any other Indemnifiable Damages or claims therefor.
The Indemnification Claim shall set forth a brief description of the facts giving rise to such a claim and the amount (or reasonable estimate) of the Indemnifiable Damages suffered or which may be suffered by the Indemnified Party.
Any such receipts or recoveries received by an indemnified party after a payment for Indemnifiable Damages shall be promptly paid over to the Indemnitor in an amount not to exceed the amount paid by the Indemnitor to the indemnified party with respect to such item of Indemnifiable Damages.
Notwithstanding anything to the contrary in this Agreement, if a party wrongfully terminates this Agreement, that party shall be liable for any Indemnifiable Damages caused thereby.
The parties hereto agree to pursue diligently and in good faith any recovery from any such third party with respect to any item of Indemnifiable Damages involved, but payments for Indemnifiable Damages shall not be postponed pending any such receipts or recoveries.
More Definitions of Indemnifiable Damages
Indemnifiable Damages defined in Section 8.1 (a).
Indemnifiable Damages of Buyer means the aggregate of all Damages incurred or suffered by Buyer resulting from:
Indemnifiable Damages means the Purchaser Indemnifiable Damages or the Shareholder Indemnifiable Damages, as the context requires, the term "Indemnified Party" means the Purchaser Indemnified Parties or the Shareholder Indemnified Parties, as the context requires, and the term "Indemnifying Party" means the party (Purchaser, on the one hand, or any Shareholder, on the other hand) against whom a claim for Indemnifiable Damages is to be made.
Indemnifiable Damages of Buyer means the aggregate of any and all damage, loss, deficiency, liability, expense (including, but not limited to, any reasonable attorney's fees, expert witness fees, court costs and expenses), action, suit, proceedings, demand, settlement, assessment or judgment to or against Buyer arising out of or in connection with:
Indemnifiable Damages means any and all liabilities, losses (including diminution in value), claims, judgments, damages, fines, penalties, environmental response costs, natural resource damages, expenses and costs (including reasonable counsel fees and costs and expenses incurred in connection with any claim for indemnification under Section 10.2), together with interest thereon from the date such damages are incurred at an interest rate equal to the prime rate in effect on the Closing Date as reported in the national edition of The Wall Street Journal and as revised on each anniversary of the Closing Date by reference to the prime rate reported in the national edition of The Wall Street Journal for such anniversary date or, if the anniversary date falls on a Saturday, Sunday or other day on which The Wall Street Journal is not published, the next day on which The Wall Street Journal is published.
Indemnifiable Damages means any and all liabilities, losses, claims, judgments, damages, fines, penalties, environmental response costs, natural resource damages, expenses and costs (including reasonable counsel fees and costs and expenses incurred in connection therewith), together with interest thereon from the date such damages are incurred at an interest rate equal to the prime rate in effect on the Closing Date as reported in the national edition of The Wall Street Journal and as revised on each anniversary of the Closing Date by reference to the prime rate reported in the national edition of The Wall Street Journal for such anniversary date or, if the anniversary date falls on a day on which The Wall Street Journal is not published or on which The Wall Street Journal is published but the prime rate is not reported therein, the next day on which The Wall Street Journal is published and the prime rate is reported therein.
Indemnifiable Damages means, without duplication, the aggregate of all actual expenses, losses, costs, deficiencies, liabilities and damages (including reasonable related counsel and paralegal fees and expenses) incurred or suffered by Group 1, on a pre-tax consolidated basis to the extent (i) resulting from any breach of a representation or warranty made by the Company or such Stockholder in or pursuant to this Agreement, (ii) resulting from any breach of the covenants or agreements made by the Company or such Stockholder pursuant to this Agreement, or (iii) resulting from any inaccuracy in any certificate delivered by the Company or any of the Stockholders pursuant to this Agreement; provided, however, that "Indemnifiable Damages" shall not include any damages arising from the employment agreements executed pursuant to Section 6.15, the lease agreements executed pursuant to Section 6.14 and the non- competition provisions of Section 10.4.