Parent Losses definition

Parent Losses has the meaning specified in Section 11.02(a).

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Parent Losses has the meaning set forth in Section 9(c) below.

Parent Losses has the meaning specified in Section 5.3.

Examples of Parent Losses in a sentence

The indemnified party’s defense of such Third-Party Claim shall not prohibit any remedies of the indemnified party against the indemnifying parties, and the indemnified party shall be permitted during the course of or after the resolution of such Third-Party Claim to seek recovery of the Parent Losses or Company Stockholder Losses, as applicable, from the indemnifying party to the extent the indemnified party is entitled hereunder.
In no event shall Parent Losses or Company Stockholder Losses include any incidental, consequential, special, indirect, punitive damages, diminution in value, lost profits or amounts recoverable based on a multiple of earnings, revenues or other financial metrics.
For the purpose of determining the amount of any such Parent Losses, but not for determining whether a breach shall have occurred, all materiality (including Material Adverse Effect) provisions shall be disregarded.
Notwithstanding any provision herein, no Escrowed Funds shall be paid by the Escrow Agent to the Parent Indemnified Stockholders pursuant to Article IV with respect to Parent Losses resulting from any special or punitive damages or any Losses that are not reasonably foreseeable or reasonably related to the breach giving rise to such Loss.
No claim for recovery of any Parent Losses under Section 11.02(a)(i) may be asserted by a Parent Indemnitee or the Surviving Corporation after the expiration of the applicable Survival Period; provided, however, that claims in writing made by a Parent Indemnitee or the Surviving Corporation in good faith and with reasonable specificity prior to the expiration of the applicable Survival Period shall not thereafter be barred by the expiration of the applicable Survival Period.

More Definitions of Parent Losses

Parent Losses means Losses of Parent as determined pursuant to Section 2.02 hereof.

Parent Losses means any and all losses, demands, actions ------------- or causes of action, suits, proceedings, investigations, arbitrations, claims, shortages, damages, liabilities (contingent or otherwise), payments, obligations, expenses (including reasonable attorneys' and accountants' fees), assessments, Taxes (including interest or penalties thereon) sustained, suffered or incurred by any Parent Indemnified Person arising from or in connection with any such matter that is the subject of indemnification under this Article VII.

Parent Losses has the meaning specified in Section 8.1.

Parent Losses means any and all Losses sustained, suffered or incurred by any Parent Indemnified Person arising from or in connection with any matter which is the subject of indemnification under Section 10.1(a) or (b).

Parent Losses means the amount of any liabilities, claims, Actions, or orders (including reasonable costs of investigations and attorneys, accountants and other professional fees) (collectively, the “Losses”, and individually a “Loss”) incurred or suffered by Parent and its Subsidiaries (including, without limitation, the Surviving Corporation) and their Affiliates and their current or future directors, partners, managers, officers, agents, employees and representatives (collectively, the “Indemnified Parties”) from and after the Closing of the Merger, whether in respect of Third Party Claims, or claims between the parties to the Merger Agreement, any person, arising out of or relating to the following:

Parent Losses means any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses).

Parent Losses is defined in Section 9.2(e).