Warranty Losses definition

Warranty Losses shall have the meaning set forth in Section 6.11(a).
Sample 1
Warranty Losses means any and all losses, damages, liabilities, obligations, reasonable costs and expenses (including reasonable attorney’s fees), interest, awards, judgments, fees and penalties or other damages actually sustained, suffered or incurred by the Party seeking indemnification pursuant to this Agreement; provided, however, that Warranty Losses shall not include (i) punitive damages; and (ii) any amounts which have been taken into account in the calculation of the Final Net Working Capital.
Sample 1
Warranty Losses has the meaning set forth in Section 10.2(a).
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Examples of Warranty Losses in a sentence

  • Subject to the exceptions set forth in subsection (d)(ii) of this Section 6.2, no indemnification shall be payable to a Buyer Indemnified Party with respect to any claim relating to Representation and Warranty Losses asserted more than eighteen (18) months after the Closing Date (the “Expiration Date”); 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.

  • Subject to the exceptions set forth in subsection (d)(ii) of this Section 7.2, no indemnification shall be payable with respect to Representation and Warranty Losses except to the extent the cumulative amount of all Representation and Warranty Losses under Section 7.1(b) exceeds three hundred fifty thousand dollars ($350,000) in the aggregate (the “Seller’s Basket”), whereupon the total amount of such Representation and Warranty Losses shall be recoverable in accordance with the terms hereof.

  • Seller shall have no obligation to Buyer for any Environmental Warranty Losses or Other Environmental Losses for which a notice as described above is not received before the fourth anniversary of the Closing Date.

  • Subject to the exceptions set forth in subsection (f) of this Section 8.2, the obligation of the Shareholders to indemnify Buyer Indemnified Parties in respect of any Buyer Indemnifiable Losses described in or arising under (i) Section 8.1(b) or (ii) Section 8.1(c) (other than a breach of Sections 1.4(c)(i) and 3.7) (collectively, "Representation and Warranty Losses") shall be limited, in the aggregate, to an amount equal to Three Million Dollars ($3,000,000) (the "Representation and Warranty Cap").

  • Subject to the exceptions set forth in subsection (f) of this Section 8.2, no indemnification shall be payable with respect to Representation and Warranty Losses except to the extent the cumulative amount of all Representation and Warranty Losses exceeds One Hundred Thousand Dollars ($100,000) in the aggregate (the "Shareholder Basket"), whereupon the amount of such Representation and Warranty Losses in excess of the Shareholder Basket shall be recoverable in accordance with the terms hereof.

  • Subject to the exceptions set forth in subsection (d)(ii) of this Section 6.2, no indemnification shall be payable with respect to Representation and Warranty Losses except to the extent the cumulative amount of all Representation and Warranty Losses under Sections 6.1(b) exceeds Thirty Four Thousand and Four Hundred dollars ($34,400.00) in the aggregate (the “Seller’s Basket”), whereupon the total amount of such Representation and Warranty Losses shall be recoverable in accordance with the terms hereof.

  • Transferred Real Property Warranty Losses 91 Article IX MISCELLANEOUS 92 Section 9.1. Termination 92 Section 9.2. Effect of Termination 93 Section 9.3. Notice of Breaches, etc.

  • Notwithstanding anything in this Agreement to the contrary, Seller s indemnity obligation for breach of any warranty in Section 3.27(a)-(h) ( Environmental Warranty Losses ), Other Environmental Losses and Known Environmental Losses (collectively Environmental Losses ) for which Seller has an indemnity obligation pursuant to this Agreement shall be satisfied by implementation or indemnification for implementation of the Lowest Cost Response.

  • Indemnitee in respect of any Buyer Warranty Losses shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds (other than the R&W Policy) and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Buyer Indemnitee (or the Company) in respect of any such claim.

  • Notwithstanding anything in this Agreement -------------------- to the contrary, Seller's indemnity obligation for breach of any warranty in Section 3.27(a)-(h) ("Environmental Warranty Losses"), Other Environmental Losses and Known Environmental Losses (collectively "Environmental Losses") for which Seller has an indemnity obligation pursuant to this Agreement shall be satisfied by implementation or indemnification for implementation of the Lowest Cost Response.


More Definitions of Warranty Losses

Warranty Losses has the meaning set forth in Section 4.23(a).
Sample 1
Warranty Losses means all Losses to any member of the Buyer’s Group arising from the Buyer’s reliance on the Warranties, any breach of the Warranties, or for the preparation or content of the disclosures (whether general or specific and whether in writing or otherwise) made against any Warranty.
Sample 1

Related to Warranty Losses

  • Seller Losses has the meaning set forth in Section 10.2(a).

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

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

  • 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.

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

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

  • 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.

  • 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.

  • 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.

  • Relevant Losses means, in relation to:

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Environmental Losses means all costs and expenses of any kind, damages, including foreseeable and unforeseeable consequential damages, fines and penalties incurred in connection with any violation of and compliance with Environmental Requirements and all losses of any kind attributable to the diminution of value, loss of use or adverse effects on marketability or use of any portion of the Premises or Property.

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

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

  • Title Defects has the meaning set forth in Section 5.15(b).

  • Warranty Claim means a claim by the Buyer involving or relating to a breach of any Management Warranty.

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

  • Cumulative Realized Losses As of any date of determination, the aggregate amount of Realized Losses with respect to the Mortgage Loans.

  • Losses shall have the meaning set forth in Section 5(a).

  • Incurred losses means the sum of:

  • Indirect Losses means loss of profits, loss of production, loss of business, loss of business opportunity, or any claim for consequential loss or for indirect loss of any nature;

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • 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:

  • Adverse Consequences means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses.

  • Net Realized Losses For any Class of Certificates and any Distribution Date, the excess of (i) the amount of Realized Losses previously allocated to that Class over (ii) the amount of any increases to the Class Certificate Principal Balance of that Class pursuant to Section 5.08 due to Recoveries.