Seller Losses definition

Seller Losses has the meaning set forth in Section 10.2(a).
Seller Losses shall have the meaning set forth in Section 9.1(b).
Seller Losses means any and all Losses sustained, suffered or incurred by any Seller Indemnified Person arising from or in connection with any matter that is the subject of indemnification under Article VIII.

Examples of Seller Losses in a sentence

  • The aggregate payments by the Buyer in respect of its indemnification obligations under this Section 11.3 (except for payments made with respect to Seller Losses in connection with Buyer's failure to pay the Purchase Price specified in Section 2.1 or Buyer Fraud) shall not exceed $12,500,000 (the "Buyer's Ceiling").

  • Notwithstanding anything contained herein to the contrary, Purchaser shall not be obligated to indemnify Seller Indemnified Parties for aggregate Seller Losses (i) under this Agreement pursuant to Section 8.1(b)(i) in excess of the Cap; provided, however, that the limitations set forth in clause (i) shall not apply to any breaches of any Fundamental Representation or(ii) under this Agreement (other than pursuant to Sections 5.8 or 8.1(b)(iii)) in excess of an amount equal to the Purchase Price.

  • Notwithstanding anything contained herein to the contrary, Purchaser shall not be obligated to make any indemnification payment under Section 9.1(b)(i) unless and until the aggregate Seller Losses sustained by Seller Indemnified Parties collectively exceed the Threshold, and then any indemnification with respect to such Seller Losses shall be made by Purchaser only to the extent of such excess over such Threshold.

  • Review of established office procedures -- signing of checks, filing of original invoices, bids, use of petty cash, filing of void checks, reconciliation of bank statements, etc.

  • For the avoidance of doubt, and notwithstanding anything to the contrary, Purchaser’s obligations to defend, indemnify and reimburse Seller and its Affiliates against and for all Seller Losses pursuant to this Section 6.2(a) shall not be subject to any time (except as set forth in Section 6.2(e)) or monetary limitations.


More Definitions of Seller Losses

Seller Losses has the meaning set forth in Section 10.2.
Seller Losses shall have the meaning given such term in Section 8.2 hereof.
Seller Losses means all damages (including, without limitation, amounts paid in settlement with the consent of Buyer, which consent may not be reasonably withheld), losses, obligations, liabilities, claims, deficiencies, costs, and expenses (including, without limitation, reasonable attorneys' fees), penalties, fines, interest and monetary sanctions, including, without limitation, reasonable attorneys' fees and costs incurred to comply with injunctions and other court and Agency orders, and other costs and expenses incident to any suit, action, investigation, claim or proceeding or to establish or enforce the right of Seller or such other persons to indemnification hereunder.
Seller Losses means any and all actual losses, liabilities, damages, judgments, settlements and expenses (including interest and penalties recovered by a third party with respect thereto and reasonable attorneys' fees and expenses and reasonable accountants' fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of the rights of Seller) incurred by any of the Seller Indemnified Persons arising out of:
Seller Losses shall have the meaning set forth in Section 8.3.
Seller Losses has the meaning set forth in Section 11.02.
Seller Losses shall have the meaning set forth in Section 11.3 hereof;