Vendor Losses definition

Vendor Losses is defined in Section 5.26(a).
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Vendor Losses has the meaning set out in Section 7.2;
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Vendor Losses has the meaning set out in Section 9.2; (lll) “Vendor Material Adverse Change” means:
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Examples of Vendor Losses in a sentence

  • The limitations and restrictions on indemnification set forth in Sections 8.3(a) and 8.3(b) shall be inapplicable to the first portion of Vendor Losses which are up to the amount of the Vendor Loss Holdback Amount that are payable by Sellers pursuant to Section 5.26.


More Definitions of Vendor Losses

Vendor Losses has the meaning ascribed to it in §5.2;
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Vendor Losses has the meaning ascribed to it in §5.2; (ooo) “Vendor’s Closing Costs” means the Vendor’s legal and accounting expenses incurred in connection with the negotiation and performance of this Agreement and paid by the Target after the Closing Date; (ppp) “Vendor’s Solicitors” means Xxxxxx Xxxxxxxx LLP, of 400 Berwyn Park, 000 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxxx, 00000-0000, Xxxxxx Xxxxxx of America; and (qqq) “Working Capital” means, as at the Effective Time, (i) the sum of the items of current Assets of the Target, less (ii) the sum of the items of current liabilities of the Target, in each case as set forth on Exhibit C, which exhibit reflects the Working Capital of the Company as of December 31, 2012, based on the Financial Statements, determined in accordance with the books and records of the Target, and on a basis consistent with the Financial Statements.
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Related to Vendor Losses

  • Buyer Losses shall have the meaning set forth in Section 8.2.

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

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Covered Losses means any and all losses, assessments, fines, penalties, administrative orders, obligations, judgments, amounts paid in settlement, costs, expenses, liabilities and damages (whether actual, consequential or punitive), including interest, penalties, reasonable court costs and attorney’s fees, disbursements and costs of investigations, deficiencies, levies, duties and imposts.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Direct Losses means all damages, losses, liabilities, penalties, fines, assessments, claims, actions, costs, expenses (including the cost of legal or professional services, legal costs being on a substantial indemnity basis), proceedings, demands and charges whether arising under statute, contract or at common law, except Indirect Losses.

  • Fraud Losses Realized Losses on Mortgage Loans as to which a loss is sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, including a loss by reason of the denial of coverage under any related Primary Insurance Policy because of such fraud, dishonesty or misrepresentation.

  • Net Losses means, for each fiscal year or other period, an amount equal to the Partnership's taxable income or loss for such year or period determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

  • Electrical Losses means all applicable losses, including the following: (a) any transmission or transformation losses between the CAISO revenue meter(s) and the Delivery Point; and

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Liquidating Losses means any net loss realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any event of liquidation of the Partnership), including but not limited to net loss realized in connection with an adjustment to the book value of Partnership assets under Section 6.2 hereof.

  • Incurred losses means the sum of:

  • Loss Adjustment Expenses means all costs and expenses incurred by the Company in the investigation, adjustment and settlement of claims. Loss adjustment expenses include third-party costs as well as the Company’s internal expenses, including salaries and expenses of loss management personnel and certain administrative costs.

  • Relevant Losses means, in relation to:

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Required Allocations means any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), Section 6.1(d)(ii), Section 6.1(d)(iv), Section 6.1(d)(v), Section 6.1(d)(vi), Section 6.1(d)(vii) or Section 6.1(d)(ix).