Buyer Indemnifiable Damages definition

Buyer Indemnifiable Damages defined in Section 9.1(a).

Buyer Indemnifiable Damages has the meaning set forth in Section 8.02(a).

Buyer Indemnifiable Damages means, without limitation, the aggregate of all expenses, losses, costs, claims, diminution in value, deficiencies, liabilities and damages (including, without limitation as to type of expense, related reasonable counsel and paralegal fees and expenses) incurred or suffered by Buyer, to the extent:

Examples of Buyer Indemnifiable Damages in a sentence

• Suncoast and Shareholder each agrees to indemnify, defend and hold Buyer harmless from and against the aggregate of all Buyer Indemnifiable Damages (as defined below); provided, however, that the aggregate indemnification liability of Suncoast and Shareholder collectively shall not exceed the Purchase Price (plus any costs of collection).

• No claim for the recovery of any Buyer Indemnifiable Damages or Sellers Indemnifiable Damages with respect to the representations and warranties in this Agreement may be asserted by any of the parties after such representations and warranties shall expire in accordance with the terms of this Agreement; PROVIDED, HOWEVER, that claims for Buyer Indemnifiable Damages or Sellers Indemnifiable Damages first asserted within the applicable period shall not thereafter be barred.

• Further, Seller shall not be liable under this Article 8 for any Buyer Indemnifiable Damages based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

• Without limiting the generality of the foregoing, with respect to the measurement of the Buyer Indemnifiable Damages, each of the Buyer Indemnified Parties shall have the right to be put in the same pre-tax consolidated financial position as it would have been in had each of the representations and warranties of the Sellers hereunder been true and correct and had each of the covenants and agreements of the Sellers hereunder been performed in full.

• No claim for the recovery of Buyer Indemnifiable Damages for breach of a representation or warranty herein may be asserted by a Buyer Indemnified Party after the applicable period has expired; provided, however, that claims for Buyer Indemnifiable Damages first asserted by timely delivery of a claims notice within such period shall continue to survive until such claims have been satisfied or otherwise resolved.

• The liabilities of the Company include the following amounts due to related parties: 30 November 2013 31 May 2014(Audited)As at:$$ Former VP of Corporate Development - 20,000 Total amount due to related parties (Note 9) - 20,000 The amount due to related parties was unsecured, non-interest bearing and was paid in January 2014.

• Marion Labs, No. 90-0661-CV-W-2, 1991 WL 517230, at *3 (W.D. Mo. Dec.

• Without limiting the generality of the foregoing, with respect to the measurement of Buyer Indemnifiable Damages, each Buyer Indemnitee will have the right to be put in the same pre-tax consolidated financial position as it would have been in had each of the representations and warranties of the Company and the Seller hereunder been true and correct and had the covenants and agreements of the Company and the Seller hereunder been performed in full.

• ADD and Shareholders each agrees to indemnify, defend and hold Buyer harmless from and against the aggregate of all Buyer Indemnifiable Damages (as defined below); provided, however, that the aggregate indemnification liability of ADD and Shareholders collectively shall not exceed the Purchase Price (plus any costs of collection).

• SVPC and the Shareholders agree, jointly and severally, to indemnify, defend and hold Buyer harmless from and against the aggregate of all Buyer Indemnifiable Damages (as defined below); provided, however, that the aggregate indemnification liability of SVPC and the Shareholders collectively shall not exceed the Purchase Price (plus any costs of collection).

More Definitions of Buyer Indemnifiable Damages

Buyer Indemnifiable Damages means, without limitation, the aggregate of all expenses, losses, costs, claims, diminution in value, deficiencies, liabilities and damages (including, without limitation as to type of expense, related counsel and paralegal fees and expenses) incurred or suffered by Buyer, to the extent:

Buyer Indemnifiable Damages has the definition provided in Section5.01(a).

Buyer Indemnifiable Damages means, without duplication, the aggregate of all expenses, losses, costs, claims, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by Buyer, to the extent: (i) resulting from any breach of a representation or warranty made by any of the Companies or the Shareholder in or pursuant to this Agreement; (ii) resulting from any breach of the covenants or agreements made by any of the Companies or the Shareholder pursuant to this Agreement; (iii) resulting from any inaccuracy in any certificate or environmental report (except those listed in Scheduled 4.27) delivered by any of the Companies or the Shareholder pursuant to this Agreement; (iv) resulting from any Excluded Liabilities; (v) resulting from any remediation, cleanup or other actions required by this Agreement to be taken by the Companies or the Shareholder that may be taken to ensure that the Owned Premises are in compliance with all Environmental, Health and Safety Laws (the "CLEANUP LIABILITY"); (vi) resulting from any default or failure to pay by the account debtors with respect to any of the Receivables identified on Schedule 4.21; or (vii) resulting from any fact, condition, event, act, omission or other matter whose occurrence or failure to occur would have constituted a breach of a representation or warranty made by any of the Companies or the Shareholder in or pursuant to this Agreement were not that representation or warranty qualified by the words "to the best knowledge of the Companies and/or the Shareholder" or other words of similar import.