Seller Indemnified Losses definition

Seller Indemnified Losses shall have the meaning set forth in Section 7.2(a).

Seller Indemnified Losses has the meaning set forth in Section 5.2.

Seller Indemnified Losses means all damages, losses, claims, liabilities, demands, charges, suits, judgments, penalties, fines, fees, costs and out-of-pocket expenses (including court costs, reasonable attorneys’ fees and other out-of-pocket expenses incurred in investigating and preparing for, or otherwise in connection with, any litigation or proceeding) sustained, suffered or incurred by any of the Seller Indemnified Parties in connection with, or related to, or arising out of: (i) any inaccuracy or breach of representation or warranty by Purchaser with respect to any of its representations or warranties under ARTICLE IV of this Agreement or the certificate described in Section 6.3(d); (ii) fraud, willful misconduct or intentional misrepresentation of Purchaser; (iii) willful breach of Purchaser under this Agreement or the certificate described in Section 6.3(d); (iv) any other breach or default by Purchaser under this Agreement or the certificate described in Section 6.3(d); and (v) Purchaser’s failure to satisfy obligations secured by a Seller Credit Enhancement in place after the Closing Date; provided, however, that Seller Indemnified Losses shall not include punitive damages or Special Damages except to the extent that the Seller Indemnified Parties are or have been required to pay such punitive damages or Special Damages to a Person, other than the Seller Indemnified Parties, pursuant to a Third-Party Claim that is the subject of Section 8.2, or to the extent that such punitive damages or Special Damages result from fraud committed in connection with the transactions contemplated hereby.

Examples of Seller Indemnified Losses in a sentence

• The determination of the dollar amount of any Buyer Indemnified Losses or Seller Indemnified Losses, as the case may be, shall be based solely on the actual dollar value thereof, on a dollar-for-dollar basis, and shall not take into account any multiplier valuations, including any multiple based on earnings or other financial indicia.

• A motion was made by Jaime Solis, seconded by Natividad Sosa, approving General Fund (199) Budget Amendment #1.

• The amount of any Seller Indemnified Losses shall be reduced by any amount actually received by a Seller Indemnitee with respect thereto under any insurance coverage (other than self-insurance or insurance coverage provided by any captive insurance company that is an Affiliate of a Seller Indemnitee) or from any other party alleged to be responsible therefor.

• In seeking indemnification for Seller Indemnified Losses under this Article 7, the Seller Indemnified Persons will make no claim for Seller Indemnified Losses unless and until such Seller Indemnified Losses aggregate at least $65,000, inclusive of legal fees (the "Buyer's Basket"), in which event such Seller Indemnified Persons may make claims for all Seller Indemnified Losses (including the first $65,000 thereof).

• The determination of the dollar amount of any Buyer Indemnified Losses or Seller Indemnified Losses, as the case may be, will be based solely on the actual dollar value thereof, on a dollar-for-dollar basis.

• Any Person obligated to pay or reimburse any ------- Indemnified Losses or Seller Indemnified Losses hereunder (whether one or more, an "INDEMNIFYING PARTY") shall, ------------------ subject to the provisions of Paragraph 5.4 below, reimburse the party entitled to recover Indemnified Losses or Seller Indemnified Losses, as the case may be (whether one or more, an "INDEMNIFIED PARTY"), within 10 days of written demand ----------------- on the Indemnifying Party therefor.

More Definitions of Seller Indemnified Losses

Seller Indemnified Losses has the meaning specified in Section 11.2 hereof.

Seller Indemnified Losses is defined in Section 8.1(b).