Seller Indemnifiable Losses definition

Seller Indemnifiable Losses has the meaning in Section 5.2(b).
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Seller Indemnifiable Losses shall have the meaning set forth in Section 11.4(a) hereof.
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Seller Indemnifiable Losses is defined in Section 7.3(a).
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Examples of Seller Indemnifiable Losses in a sentence

  • The Secretariat has put together a dedicated team which, starting 2020, will focus on providing training and increasing the capacity of DAEs in using EDA, through the development of specific communication products and knowledge materials such as guidelines on how the EDA implementation arrangements and governance work in practice.

  • The aggregate liability of Buyer to indemnify the Seller Indemnified Parties from and against any Seller Indemnifiable Losses arising under Section 8.2(b)(i) shall not, in any event, exceed an amount equal to the Cap; and the aggregate liability of Buyer to indemnify the Seller Indemnified Parties from and against any Seller Indemnifiable Losses arising under Section 8.2(b)(ii) and Section 8.2(b)(iii) shall not, in any event, exceed Five Hundred Thousand Dollars ($500,000).

  • The limitations set forth in this Section 8.4 shall not apply to Buyer Indemnifiable Losses or Seller Indemnifiable Losses that are caused by, result from, relate to, arise out of or are in the nature of claims by any Party based on fraud or willful misconduct.

  • The net interest margin is an important figure when we look at the efficiency of the financial interme- diates.

  • Subject to the exceptions set forth in subsection (c)(ii) of this Section 6.4, Buyer’s obligation to indemnify Seller Indemnified Parties in respect of Seller Indemnifiable Losses described in or arising under Section 6.3(b) shall be limited, in the aggregate, to an amount equal to the Representation and Warranty Indemnity Cap Amount.

  • Otherwise, there shall be no cap on Buyer’s indemnification obligation for Seller Indemnifiable Losses.

  • Subject to the exception set forth in Section 8.04(b), no indemnification shall be payable to a Seller Indemnified Party with respect to any claim asserted after the Expiration Date which relates to Seller Indemnifiable Losses described in or arising under Section 8.03(b); provided that any claim for indemnification as to which notice has been given prior to the Expiration Date shall survive such expiration until final resolution of such claim.

  • Notwithstanding anything to the contrary contained herein, the aggregate Liability of Buyer for Seller Indemnifiable Losses arising under Section 5.2(b)(i) from a breach of a representation or warranty that is not a Buyer Fundamental Representation shall not exceed the Indemnification Escrow Amount.

  • No indemnification shall be payable to a Seller Indemnified Party with respect to any claim asserted after the Indemnification Cut-Off Date which relates to the Seller Indemnifiable Losses described in or arising under Section 12.3(b) except for Seller Indemnifiable Losses arising out of any SOL Representations; provided that any claim for indemnification as to which specific notice has been given prior to the Indemnification Cut-Off Date shall survive such expiration until final resolution of such claim.

  • Subject to the exception set forth in Section 6.4(c)(ii), no indemnification shall be payable to a Seller Indemnified Party with respect to any claim asserted after the Expiration Date which relates to Seller Indemnifiable Losses described in or arising under Section 6.3(b); provided that any claim for indemnification as to which notice has been given prior to the Expiration Date shall survive such expiration until final resolution of such claim.


More Definitions of Seller Indemnifiable Losses

Seller Indemnifiable Losses is defined in Section 14.1(b).
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Seller Indemnifiable Losses has the meaning set forth in Section 8.2(c). “Seller Indemnified Parties” has the meaning set forth in Section 8.2(b).
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Seller Indemnifiable Losses means all Indemnifiable Losses for which Seller Indemnified Parties are entitled to seek indemnification under this Agreement.
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Related to Seller Indemnifiable Losses

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

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

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

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

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

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

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

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

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

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

  • Indemnifiable Loss means, with respect to any Person, any action, claim, cost, damage, deficiency, diminution in value, disbursement, expense, liability, loss, obligation, penalty, settlement, suit, or tax of any kind or nature, together with all interest, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Person, whether directly or indirectly.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

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

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

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

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.