Definition of Losses. As used in this Agreement, “Losses” means all losses, damages, deficiencies, diminution in value, suits, debts, obligations, interest, penalties, expenses, judgments or settlements of any nature or kind, including without limitation reasonable attorneys’ fees and disbursements, court costs, amounts paid in settlement and expenses of investigation, but excluding consequential, special or punitive damages, lost profits, lost opportunity costs, damage to reputation or the like, and mental or emotional distress.
Definition of Losses. For the purposes of this Agreement, the term "Losses" shall mean all out-of-pocket costs, damages, losses, fines, penalties, judgments, settlements, and expenses whatsoever, including, without limitation, outside attorneys' fees and disbursements and court costs reasonably incurred by the Indemnified Party.
Definition of Losses. For purposes of this Section, "Losses" shall mean any and all claims, actions, suits, demands, losses, damages, liabilities, obligations, judgments, settlements approved by the indemnifying party, awards, penalties, costs or expenses, including, without limitation, reasonable attorneys' and paralegals' fees and expenses (based on actual time spent and normal billing rates, and without giving effect to any statutory presumption of the amount of reasonable attorneys' fees that might apply) but excluding the following but only insofar as the following do not or have not resulted in actual monetary loss: any damage to reputation, mental or emotional distress or interference with business operations.
Definition of Losses. For purposes of the indemnity under Section 8.3.1(e) and this Section 8.6, the term “Loss” or “Losses” shall mean any Liabilities, losses, damages, judgments, fines, penalties, awards, Taxes, amounts paid in settlement, reasonable fees (including costs and expenses in connection with investigations, suits and proceedings, expert fees, accounting fees, advisory fees and legal fees), charges and costs incurred in connection with or arising out of the Designated Action, including any ancillary Litigation such as actions in the nature of counterclaims and declaratory judgment actions where Purchaser Indemnitees or their licensors are the plaintiffs.
Definition of Losses. For purposes of this Article V, “Losses” shall mean all damages, awards, judgments, assessments, fines, penalties, charges, costs and expenses and other payments (excluding punitive or consequential damages) however suffered or characterized, all interest thereon, all costs and expenses of investigating any claim, lawsuit or arbitration and any appeal therefrom, all reasonable attorneys’, accountants’, investment bankers’, and expert witness’ fees incurred in connection therewith, whether or not such claim, lawsuit or arbitration is ultimately defeated and, subject to this Section 5.2, all amounts paid incident to any compromise or settlement of any such claim, lawsuit or arbitration; provided, however, that any compromise or settlement shall not be entered into without the consent of the Party from whom indemnification is sought (such consent not be unreasonably withheld).
Definition of Losses. As used herein, “
Definition of Losses. For the purposes of this Article VIII, "Losses" shall mean any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties, and reasonable attorneys' and other professional fees, and expenses incurred in the investigation, preparation, defense, and settlement of any claim, loss, damage, or liability as to which a party is entitled to indemnification hereunder.
Definition of Losses. (a) For purposes of this Agreement, the term “Losses” shall mean any and all liabilities, damages, claims, losses, fines, fees, penalties, interest, Taxes (subject to the allocations of responsibility pursuant to Section 5.1(d)), costs and expenses (including reasonable disbursements and attorneys’ fees incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) that are imposed, sustained, suffered by or asserted against an Indemnified Party.
Definition of Losses. For the purposes of this Agreement, “Losses” shall be determined using the legal principles of calculation of damages, mitigation of damages and off-setting of losses by advantages (Schadensberechnung, Schadensminderung, Vorteilsausgleich) pursuant to Sections 249 et seq. BGB. Losses shall, however, not include any internal administration and overhead costs.
Definition of Losses. For purposes of this Article IV, “Losses” shall mean all damages, awards, judgments, assessments, fines, penalties, charges, costs and expenses and other payments (including punitive or consequential damages) however suffered or characterized, all interest thereon, all costs and expenses of investigating any claim, lawsuit or arbitration and any appeal therefrom, all reasonable attorneys’, accountants’, investment bankers’, and expert witness’ fees incurred in connection therewith, whether or not such claim, lawsuit or arbitration is ultimately defeated and, subject to this Section 4.2, all amounts paid incident to any compromise or settlement of any such claim, lawsuit or arbitration; provided, however, that any compromise or settlement shall not be entered into without the consent of the Party from whom indemnification is sought (such consent not be unreasonably withheld).
