Losses and Expenses definition

Losses and Expenses has the meaning set forth in Section 5.4(a).

Losses and Expenses means actions, proceedings, losses, damages, liabilities (including in respect of tax), claims, demands, costs and expenses including fines, penalties, clean-up costs, legal and other professional fees and any VAT payable in relation to any such matter, circumstances or item;

Losses and Expenses means liabilities, losses, damages, claims, demands, awards and expenses (including, without limitation, legal costs) and includes, for the avoidance of doubt, any value added tax (VAT) (or similar tax) payable in relation to any such matter, circumstance or item (except to the extent that the party claiming Losses and Expenses obtains credit for such VAT as input tax).

Examples of Losses and Expenses in a sentence

• The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all Losses and Expenses payable as a result of such Proceeding in accordance with the Company’s written policies and procedures.

• If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee to the maximum extent permitted by law, against all Losses and Expenses actually and reasonably incurred by or for him or her in connection with each successfully resolved claim, issue or matter.

• To the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, against any and all Losses and Expenses actually incurred by or for him or her in connection therewith.

• The Equity Holders hereby severally and not jointly agree: (a) to indemnify and hold the Equity Holders’ Representative harmless from any and all Losses and Expenses, and (b) that the Equity Holders’ Representative shall not have any liability to the Equity Holders for any act or omission hereunder, except for gross negligence or willful misconduct.

• Each Party shall take, and shall cause all Buyer Group Members or Equity Holder Group Members, as applicable, to take, all Commercially Reasonable Efforts (determined without regard to any indemnification rights of such Person hereunder) to mitigate all Losses and Expenses that are indemnifiable or recoverable hereunder or in connection herewith.

More Definitions of Losses and Expenses

Losses and Expenses means any and all damages, claims, losses, ------------------- expenses, costs, obligations and Liabilities, including, without limiting the generality of the foregoing, Liabilities for all reasonable attorneys' fees and expenses (including attorney and expert fees and expenses incurred to enforce the terms of this Agreement), provided, however, that "Losses and Expenses" -------- ------- shall not include any lost profits or other incidental, consequential or punitive damages.

Losses and Expenses shall have the meaning set forth in Section 10.2 hereof.

Losses and Expenses means all losses, compensatory, exemplary or punitive damages, fines, penalties, charges, costs, expenses, the lost profits, assessments and fees (including reasonable attorneys', experts', accountants' and consultants' fees); interest, court costs, settlement or judgment amounts, compensation for damages to Franchisor's reputation and goodwill, costs of or resulting from delays, financing costs, costs of advertising material and media time/space, and costs of changing, substituting or replacing the same, and any and all expenses of recall, refunds, compensation, public notices and other similar amounts incurred, charged against or suffered by the Indemnitees in connection with any Action.

Losses and Expenses means all compensatory, exemplary, and punitive damages; fines and penalties; attorneys’ fees; experts’ fees; court costs; costs associated with investigating and defending against Claims; settlement amounts; judgments; compensation for damages to our reputation and goodwill; and all other costs, damages, liabilities and expenses associated with any of the foregoing losses and expenses or incurred by an Indemnified Party as a result of a Claim.

Losses and Expenses means compensatory, exemplary or punitive damages, fines, penalties, charges, assessments and fees (including reasonable attorneys', experts', accountants' and consultants' fees); interest, court costs, settlement or judgment amounts and other similar amounts incurred, charged against or suffered by the Indemnitees in connection with any Action.

Losses and Expenses means all payments or obligations to make payments either (i) to or for third party claimants by any and all Indemnitees, including guest refunds, or (ii) incurred by any and all Indenmitees to investigate, respond to or defend a matter, including without limitation investigation and trial charges, costs and expenses, attorneys' fees, experts' fees, court costs, settlement amounts, judgments and costs of collection.

Losses and Expenses shall have the meaning set forth in Section 6.2 of this Agreement.