Claims and Damages definition

Claims and Damages means, except as otherwise expressly provided in this Agreement, any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any Person (including, without limitation, Governmental Authorities), and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including, to the extent required pursuant to Article 8, reasonable attorneys’ fees and costs, incurred by or awarded against a party to the extent indemnified in accordance with Article 8 hereof, but shall not include any consequential, special, multiple, punitive or exemplary damages, except to the extent such damages have been recovered by a third party and are the subject of a third party claim for which indemnification is available under the express terms of Article 8 hereof.

Claims and Damages means any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any third party, person or entity, including but not limited to Governmental Entities, and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties, investigatory expenses, consultant's fees, and reasonable attorneys' fees and costs (including, without limitation, costs incurred in enforcing the indemnity), incurred by or awarded against a party for which a party is entitled to indemnification hereunder; provided that Claims and Damages shall expressly exclude punitive, exemplary, special or similar losses or damages.

Claims and Damages means any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any Person (including, without limitation, Governmental Authorities), and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties, investigatory expenses, consultants' fees, and reasonable attorneys' fees and costs (including, without limitation, costs incurred in enforcing the applicable indemnity), of every kind and description, contingent or otherwise, incurred by or awarded against a party, provided that "Claims and Damages" shall not include any indirect, consequential, incidental, exemplary or punitive damages or other special damages or lost profits (except to the extent payable to a third party as a result of a third party claim).

Examples of Claims and Damages in a sentence

• Payment o{ Claims and Damages: Should the Owuer have to pay auy mouey iu respect of such claims or demauds as aforesaid the amouut so paid aud the cost iucurred by the Owuer shall be charged to aud paid by the Coutractor aud the Coutractor shall uot be at liberty to dispute or questiou the right of the Owuer to make such paymeuts uotwithstaudiug the same may have beeu made without his couseut or authority or iu law or otherwise to the coutrary.

• Payment of Claims and Damages: Should the Owner have to pay any money in respect of such claims or demands as aforesaid the amount so paid and the costs incurred by the Owner shall be charged to and paid the Contractor and the contractor shall not be at liberty to dispute or question the rig of the Owner to make such payments notwithstanding the same may have been made without his consent or authority or in law or otherwise to the country.

• The defense and indemnification obligations accepted by the Developer under this paragraph exist regardless of whether such Claims and Damages are caused or allegedly caused in part by the Indemnitee(s), it being the intent of the parties that the Developer shall indemnify the Indemnitees against the Indemnitees’ own negligence.

• Moreover, you agree to defend, indemnify and hold harmless the LCSSC Affiliates from and against any Claims and Damages arising out of or resulting from claims asserted against LCSSC Affiliates by your family members and guests.

• Buyer must comply with all applicable customs, trade and export laws, and shall indemnify, defend and hold harmless Seller and Indemnified Parties in accordance with Section 14 hereof from and against all Claims and Damages resulting from any breach or violation of such laws, including, to the extent applicable, the diversion of the Goods contrary to applicable law.

More Definitions of Claims and Damages

Claims and Damages has the meaning given in Section 8.10.

Claims and Damages means any and all losses, claims, demands, liabilities, obligations, actions, suits, orders or proceedings asserted by any third party, person or entity, including but not limited to Governmental Entities, and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties, investigatory expenses, consultant's fees, and reasonable attorneys' fees and costs (including, without limitation, costs incurred in enforcing the indemnity), incurred by or awarded against a party for which a party is entitled to indemnification hereunder; provided that Claims and Damages shall expressly exclude punitive, exemplary, special or similar losses or damages.

Claims and Damages means with respect to any releasing Party, all claims, actions, debts, demands, accounts, judgments, rights, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, expenses, compensation, liability, responsibility, causes of action or suits of any kind whatsoever, at law or in equity, in tort or contract, known or unknown, disclosed or undisclosed, past, present or future.

Claims and Damages means all claims, demands, obligations, orders, actions, suits, proceedings, regulatory compliance requirements, and all expenses, losses, assessments, judgments, costs, deficiencies, liabilities, and damages (including reasonable attorneys' fees and court costs and costs incurred in enforcing this indemnity) incurred or suffered by the Purchaser or any of its Affiliates, as a result of or in connection with: (a) any breach of any representation or warranty made by the Sellers or the Owner in or pursuant to this Agreement; (b) any default in the performance of any covenant or agreement made by the Sellers or the Owner in this Agreement; (c) any failure of the Sellers to pay, discharge or perform any liability or obligation relating to the Business, the Sellers or the Acquired Assets, other than the Assumed Liabilities, or any asserted liability resulting from any dispute or claim against Purchaser concerning any of the Excluded Assets; or (d) any matter relating to the Sellers or the operation of the Business prior to the Closing, including, without limitation (1) all liabilities or obligations under any Contract to the extent such performance, satisfaction or compliance is required under the terms thereof on or prior to the Closing, and (2) any disposal by Sellers of waste at any disposal site or other location, regardless of whether such disposal constitutes a breach of Seller's representations hereunder, including without limitation the EWS site located in Saco, Maine. Purchaser shall use reasonable commercial efforts to provide notice of Claims and Damages to Sellers and/or Owner as promptly as practicable; provided, however, that failure to give such notice shall not be deemed a waiver of any of Purchaser's rights hereunder.

Claims and Damages shall have the meaning set forth in Section 4.5 hereof. Closing shall have the meaning set forth in Section 1.6 hereof.

Claims and Damages means, except as otherwise expressly provided in this Agreement, any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any Person (including, without limitation, Governmental Authorities), and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including, to the extent required pursuant to Article 8, reasonable attorneys’ fees and costs, incurred by or awarded against a party to the extent indemnified in accordance with Article 8 hereof; provided, however, that “Claims and Damages” shall not include any punitive, incidental and consequential damages, damages for lost profits or damages for dimunition in value.

Claims and Damages means, except as otherwise expressly provided in this Agreement (including, without limitation, Section 7(c), any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any person (including, without limitation, Governmental Authorities), and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties, and reasonable attorneys’ fees and costs (including, without limitation, reasonable costs incurred in enforcing the applicable indemnity) incurred by or awarded against a Freshpet Indemnitee or Tyson Indemnitee, as the case may be.