Definition of Damages. The term "DAMAGES" as used herein shall include any demands, claims, actions, deficiencies, losses, delinquencies, defaults, assessments, fees, costs, taxes, expenses, debts, liabilities, obligations, settlements, penalties, and damages, including, without limitation, counsel fees incurred in investigating or in attempting to avoid or oppose the imposition thereof. The term "Damages" shall include, but shall not be limited to, any Liabilities Deficiency, as defined in paragraph 5 hereof.
Appears in 2 contracts
Samples: Agreement for Sale and Purchase (Integrated Health Services Inc), Agreement for Sale and Purchase (Integrated Health Services Inc)
Definition of Damages. The term "DAMAGES" as As used herein shall include any demandsin this Agreement, claims, actions, deficiencies, losses, delinquencies, defaults, assessments, fees, costs, taxes, expenses, debts, liabilities, obligations, settlements, penalties, and damages, including, without limitation, counsel fees incurred in investigating or in attempting to avoid or oppose the imposition thereof. The term "Damages" shall includemean all assessments, but shall not be limited tolevies, any Liabilities Deficiencylosses, as defined in paragraph 5 hereoffines, penalties, liabilities, damages, costs and expenses, including reasonable attorneys' fees and expenses.
Appears in 2 contracts
Samples: Stock Purchase Agreement and Termination Agreement (Tekgraf Inc), Warrant Purchase Agreement (Gray Television Inc)
Definition of Damages. The term "DAMAGES" as used herein shall include any demandsjudgments, claims, actions, deficiencies, losses, delinquencies, defaults, assessments, fees, costs, taxes, expenses, debts, liabilities, obligations, settlements, penalties, and damages, including, without limitation, reasonable counsel fees incurred in investigating or in attempting to avoid or oppose the imposition thereof. The term "Damages" shall include, but shall not be limited to, any Liabilities Deficiency, as defined in paragraph 5 hereof.
Appears in 1 contract
Samples: Agreement for Sale and Purchase (Integrated Health Services Inc)
Definition of Damages. The term "DAMAGESDamages" as used herein in this Section 12 shall include mean any demandsclaim, claimsloss, actionscost, deficienciesexpense, lossesliability, delinquenciesfine, defaultspenalty, assessmentsinterest, payment or damage (including reasonable attorneys' fees, costs, taxes, expenses, debts, liabilities, obligations, settlements, penaltiesaccountants' fees, and damagesany cost of litigation, includingnegotiation, without limitationsettlement, counsel fees incurred in investigating or in attempting to avoid or oppose the imposition thereof. The term "Damages" shall include, but shall not be limited to, any Liabilities Deficiency, as defined in paragraph 5 hereof.appeal):
Appears in 1 contract
Samples: Asset Purchase Agreement (Omni Multimedia Group Inc)
Definition of Damages. The term "DAMAGES" as used herein shall include any demandsFor purposes of this Agreement, claims, actions, deficiencies, losses, delinquencies, defaults, assessments, fees, costs, taxes, expenses, debts, liabilities, obligations, settlements, penalties, and damages, including, without limitation, counsel fees incurred in investigating or in attempting to avoid or oppose the imposition thereof. The term "Damages" shall includemean the amount of any loss, but shall Tax, damage, deficiency, liability, judgment, fine, penalty, diminution in value, cost or expense (including reasonable attorneys', consultants' and experts' fees and expenses) actually incurred, paid, accrued or sustained by the Parent Indemnified Parties, whether or not be limited toinvolving an Action, including any Liabilities Deficiency, as defined in paragraph 5 hereofreasonable costs of defending any Actions or properly enforcing the Parent Indemnified Party's rights under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger Reorganization (8x8 Inc /De/)
Definition of Damages. The term "DAMAGES" as used herein shall include any demands, claims, actions, deficiencies, losses, delinquencies, defaults, assessments, fees, costs, taxes, expenses, debts, liabilities, obligations, settlements, penalties, and damages, including, without limitation, counsel fees incurred in investigating or in attempting to avoid or oppose the imposition thereof. The term "Damages" shall include, but shall not be limited to, any Liabilities DeficiencyClaims, (as defined in paragraph 5 7 hereof).
Appears in 1 contract
Samples: Agreement for Sale and Purchase (Integrated Health Services Inc)
Definition of Damages. The term "DAMAGES" as used herein shall include “Damages” means any demands, claims, actions, deficienciesactual costs, losses, delinquencies, defaults, assessments, fees, costs, taxes, expenses, debtsTaxes, liabilities, obligations, settlementsdamages, penaltiesdeficiencies, claims, demands and expenses (whether or not arising out of a Third Party Claim), including reasonable attorneys’ fees, and all amounts paid in investigation, defense or settlement of any of the foregoing. Notwithstanding any provision herein, Damages shall not include any special, indirect, incidental, consequential or punitive damages, including, without limitation, counsel fees incurred unless such damages are paid in investigating or in attempting to avoid or oppose the imposition thereof. The term "Damages" shall include, but shall not be limited to, any Liabilities Deficiency, as defined in paragraph 5 hereofconnection with a Third Party Claim.
Appears in 1 contract
Samples: Exchange Agreement (White Mountains Insurance Group LTD)
Definition of Damages. The term "DAMAGES" as used herein shall include any demands, claims, actions, deficiencies, losses, delinquencies, defaults, assessments, fees, costs, taxes, expenses, debts, liabilities, obligations, settlements, penalties, and damages, including, without limitation, reasonable counsel fees incurred in investigating or in attempting to avoid or oppose the imposition thereof. The term "Damages" shall include, but shall not be limited to, any Liabilities Deficiency, as defined in paragraph 5 hereof.
Appears in 1 contract
Samples: Agreement for Sale and Purchase (Integrated Health Services Inc)
Definition of Damages. The term "DAMAGES" as used herein “Damages” shall include any mean all liabilities, demands, claims, actionsactions or causes of action, deficienciesregulatory, legislative or judicial proceedings, assessments, levies, losses, delinquencies, defaults, assessments, fees, costs, taxes, expenses, debts, liabilities, obligations, settlementsfines, penalties, damages, costs and damagesexpenses, in each case as awarded by a court or arbitrator, including, without limitation, counsel fees incurred in investigating or in attempting to avoid or oppose the imposition thereof. The term "Damages" shall include, but shall not be limited to, any Liabilities Deficiency, as defined in paragraph 5 hereofreasonable attorneys’ fees.
Appears in 1 contract
Samples: Agreement for Purchase and Sale
Definition of Damages. The For purposes of this Agreement, the term "DAMAGES" as used herein “Damages” shall include mean the amount of any demandsloss, claimsTax, actionsdamage, deficienciesdeficiency, lossesliability, delinquenciesjudgment, defaultsfine, assessmentspenalty, feesdiminution in value, costscost or expense (including reasonable attorneys’, taxesconsultants’ and experts’ fees and expenses) actually incurred, expensespaid, debtsaccrued or sustained by the Parent Indemnified Parties, liabilitieswhether or not involving an Action, obligations, settlements, penalties, and damages, including, without limitation, counsel fees incurred in investigating including any reasonable costs of defending any Actions or in attempting to avoid or oppose properly enforcing the imposition thereof. The term "Damages" shall include, but shall not be limited to, any Liabilities Deficiency, as defined in paragraph 5 hereofParent Indemnified Party’s rights under this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Definition of Damages. The term "DAMAGES" as used herein “Damages” shall include mean and include, collectively, any demandsand all damages, injuries, claims, actionsdemands, deficienciessettlements, judgments, awards, fines, penalties, Taxes, losses, delinquenciesLiabilities, defaults, assessments, fees, costs, taxes, together with all out-of-pocket costs and expenses, debtsincluding reasonable fees and disbursements of counsel, liabilitiesaccountants, obligations, settlements, penalties, consultants or experts and damages, including, without limitation, counsel fees expenses of investigation incurred in investigating or in attempting by a party entitled to avoid or oppose the imposition thereof. The term "Damages" shall include, but shall not be limited to, any Liabilities Deficiency, indemnification hereunder as defined in paragraph 5 hereofa result of a matter giving rise to a claim for indemnification hereunder.
Appears in 1 contract
Samples: Purchase Agreement (Advanced Cell Technology, Inc.)
Definition of Damages. The For purposes of this Section 11, the term "DAMAGES" “Damages” shall mean the amount of any liability, loss, claim, demand, damage, deficiency, assessment, judgment, remediation, cost or expense (including reasonable attorneys’, consultants’ and experts’ fees and expenses) arising out of the breach of any obligation, representation, warranty, covenant contained in this Agreement or other matter specified in this agreement as used herein shall include any demands, claims, actions, deficiencies, losses, delinquencies, defaults, assessments, fees, costs, taxes, expenses, debts, liabilities, obligations, settlements, penalties, and damages, including, without limitation, counsel fees incurred in investigating or in attempting being subject to avoid or oppose the imposition thereof. The term "Damages" shall include, but shall not be limited to, any Liabilities Deficiency, as defined in paragraph 5 hereofindemnification under this Section 11.
Appears in 1 contract