Seller Losses definition

Seller Losses shall have the meaning set forth in Section 9.1(b).

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.

Examples of Seller Losses in a sentence

• In the event, however, that the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20-day period, then any Purchaser Losses or any Seller Losses (as the case may be), shall include the reasonable fees and disbursements of counsel for the Indemnified Party as incurred.

• In the event, however, that the Indemnifying Party declines or fails to assume the defense of such Third-Party Claim on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such twenty (20)-day period, then any Purchaser Losses or any Seller Losses (as the case may be), shall include the reasonable fees and disbursements of counsel for the Indemnified Party as incurred.

• Notwithstanding anything to the contrary in this Agreement, Seller Indemnitees’ right to indemnification in this Section 12(a) will not apply to the extent that the Seller Losses arise out of or in connection with a Seller Event of Breach.

• The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within twenty (20) days thereafter assuming full responsibility for any Purchaser Losses or Seller Losses (as the case may be) resulting from such Third-Party Claim, to assume the defense of such Third-Party Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel.

• Notwithstanding anything else contained herein to the contrary, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, in the aggregate, an amount equal to the Cap; provided, however, the Deductible Amount and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction).

More Definitions of Seller Losses

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.

Seller Losses shall have the meaning set forth in Section 6.3 hereof.

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 have the meanings specified in Section 7.2.

Seller Losses shall have the meaning specified in Section 10.2 of this Agreement.

Seller Losses is defined in Section 10.3(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 which is the subject of indemnification under Article XII. -----------