Indemnity Loss definition

Indemnity Loss has the meaning set forth in Section 12.01 hereof.

Indemnity Loss means any demand, suit, claim, action or cause of action, assessment, loss, damage, liability, settlement, penalty, or forfeiture, and reasonable costs and expenses (including court costs, and any other litigation related expenses incident thereto) which individually, or when aggregated with any directly related claims, exceeds $10,000.

Indemnity Loss means, net of any applicable insurance proceeds, actual damages, losses, obligations, Liabilities, Taxes, deficiencies, claims, Encumbrances, penalties, costs, disbursements and expenses, including reasonable costs of investigation and defense and reasonable attorneys’ fees and expenses; provided, however, that “Indemnity Loss” shall not include consequential damages, indirect damages, exemplary damages, speculative damages, lost profits, diminution in value, or special or punitive damages (other than special or punitive damages payable to a third party).

Examples of Indemnity Loss in a sentence

• Failure to deliver a Disagreement Notice in a timely manner shall be considered an express acknowledgment by the Indemnifying Party of its obligation to indemnify and hold harmless the Claimant with respect to the Indemnity Loss set forth in the Indemnification Notice or the Litigation Notice, as the case may be.

• At times, ATR Internet provides information regarding events that may include an ATR e-mail address or form for individuals to register.

• If a party entitled to indemnity pursuant to Sections 6.01 or 6.02 (the “Claimant”) believes that it has suffered or incurred any Indemnity Loss, it shall so notify the party which the Claimant believes has an obligation to indemnify (the “Indemnifying Party”) promptly in writing describing such loss or expense, the amount thereof, if known, and the method of computation of such loss or expense, all with reasonable particularity (the “Indemnification Notice”).

• If any person or entity has reason to believe that he, she or it has suffered or incurred (or has a reasonable belief that he, she or it will suffer or incur) any Indemnity Loss subject to indemnity hereunder, such person or entity shall so notify the indemnifying party promptly in writing describing such loss or expense, the amount thereof, if known, and the method of computation of such Indemnity Loss, all with reasonable particularity.

• If any action at law, suit in equity, administrative action or arbitration or mediation proceeding is instituted by or against a third party with respect to which any person intends to claim any liability or expense as an Indemnity Loss under this Article 10, such person shall promptly notify the indemnifying party of such action.

More Definitions of Indemnity Loss

Indemnity Loss means any item of Partnership loss or deduction that gives rise to an indemnity payment to the Partnership by Regency HIG pursuant to Article 5 of the Contribution Agreement.

Indemnity Loss has the meaning specified in SECTION 12.01.

Indemnity Loss has the meaning set forth in Section 6.01.

Indemnity Loss means any damages, losses, obligations, Liabilities, claims, penalties, costs, expenses, settlement payments, awards, penalties, fines, deficiencies or other charges (including costs of investigation and defense and reasonable attorneys’ fees and expenses) of any kind or nature whatsoever, other than any (i) incidental, consequential, punitive or exemplary damages, special damages, indirect damages, unrealized expectation, diminution in value, or lost profits, (ii) damages, losses, obligations, Liabilities, claims, penalties, costs or expenses relating to the passing of, or any change in, any Law after the date of this Agreement even if the change has retroactive effect, or (iii) damages, losses, obligations, Liabilities, claims, penalties, costs or expenses calculated using a “multiplier,” “multiple of earnings,” or any method having a similar effect. For the avoidance of doubt, “Indemnity Loss” shall include all amounts for which IUBT is required to reimburse to the relevant Enhancer under Section 3.03(b)(i) of the relevant Insurance Agreement for reimbursable expenses and interest as a result of Purchaser’s failure to deposit into a Collection Account or Note Payment Account (as such terms are defined in the indenture for the notes issued by the Trusts) any amount required to be so deposited pursuant to the Servicing Agreements (Securitization) as successor Master Servicer.

Indemnity Loss means any and all Losses (regardless whether such Losses result from the negligence, gross negligence or strict liability of, or any other basis of liability under the Law or in equity with respect to, a Company Indemnified Person); provided that (a) punitive and exemplary damages shall not constitute Indemnity Losses except to the extent they are payable in a Third Party Claim against a Company Indemnified Person for which such Company Indemnified Person is entitled to indemnification under this Agreement and (b) consequential and special damages (including damages relating to lost profits and diminution in value, to the extent such lost profits and diminution in value constitute consequential damages) shall not constitute Indemnity Losses except to the extent they are (i) payable in a Third Party Claim against a Company Indemnified Person for which such Company Indemnified Person is entitled to indemnification under this Agreement or (ii) the natural, probable and reasonably foreseeable result of the matter, facts or circumstances that gave rise to such Indemnity Loss, taking into account any special circumstances of the In-Scope Business known by, or reasonably apparent to, the Indemnifying Person at the later of (x) the date of this Agreement and (y) the time of the event or occurrence providing the basis for indemnification of Indemnity Losses, but excluding, in connection with this clause (ii) only, damages calculated based on multiples of earnings, EBITDA or similar financial metrics, other than in the case of Fraud. “Intellectual Property” means all intellectual property and industrial property rights arising under the Laws of any jurisdiction, including: (a) patents, patent applications (including patents issued thereon) and statutory invention registrations and similar rights in inventions, (b) 5 1034377.14-CHISR01A - MSW

Indemnity Loss has the meaning set forth in Section 5.01 of this Agreement.

Indemnity Loss has the meaning set forth in SECTION 12.01 hereof.