Common use of Definition of Losses Clause in Contracts

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.

Appears in 3 contracts

Samples: Preferred Share Subscription Agreement, Preferred Share Subscription Agreement (iDreamSky Technology LTD), Preferred Share Subscription Agreement (iDreamSky Technology LTD)

AutoNDA by SimpleDocs

Definition of Losses. As used in For the purposes of this Agreement, the term "Losses” means " shall mean all lossesout-of-pocket costs, damages, deficiencieslosses, diminution in value, suits, debts, obligations, interestfines, penalties, expensesjudgments, judgments or settlements of any nature or kindsettlements, including and expenses whatsoever, including, without limitation reasonable limitation, outside attorneys' fees and disbursements, disbursements and 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 costs reasonably incurred by the like, and mental or emotional distressIndemnified Party.

Appears in 3 contracts

Samples: Account Origination Agreement (Nextcard Inc), Account Origination Agreement (Nextcard Inc), Account Origination Agreement (Nextcard Inc)

Definition of Losses. As used in this Agreement, "Losses" means all any liabilities, losses, damagesclaims, deficienciesdemands, diminution in valuecauses of action, suitscosts and expenses (including, debtsbut not limited to, obligations, interest, penalties, expenses, judgments or settlements of any nature or kind, including without limitation court costs and reasonable attorneys' fees and disbursements, court costs, amounts paid in settlement other costs and expenses of investigationincident to proceedings or investigations respecting, but excluding consequential, special or punitive damages, lost profits, lost opportunity costs, damage to reputation or the likeprosecution or defense of, a claim) of every kind and mental or emotional distresscharacter.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Lone Star International Energy Inc), Purchase and Sale Agreement (Lone Star International Energy Inc), Purchase and Sale Agreement (Lone Star International Energy Inc)

Definition of Losses. As used in For purposes of this Agreement, "Losses” means " shall mean any and all liabilities, obligations, losses, damages, claims, deficiencies, diminution in valuepenalties, taxes, levies, actions, judgments, settlements, 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 legal fees, accountants' fees, disbursements or expenses. Losses shall exclude any amount which any party actually receives under any insurance policy which provides coverage for the liability 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 distressquestion.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ameriquest Technologies Inc), Stock Purchase Agreement (Ameriquest Technologies Inc)

Definition of Losses. As used in For purposes of this AgreementArticle, "Losses” means " shall mean any and all liabilities, obligations, losses, damages, claims, deficiencies, diminution in valuepenalties, taxes, levies, actions, judgments, settlements, 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 legal fees, accountants' fees, disbursements or expenses. Losses shall exclude any amount which any party actually receives under any insurance policy which provides coverage for the liability 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 distressquestion.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Safeguard Health Enterprises Inc), Stock Purchase Agreement (Safeguard Health Enterprises Inc)

Definition of Losses. As used in For purposes of this Agreement, "Losses” means " shall mean any and all liabilities, obligations, losses, damages, claims, deficiencies, diminution in valuepenalties, taxes, levies, actions, judgments, settlements, 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 reasonable legal fees, reasonable accountants' fees, reasonable experts' fees, reasonable disbursements 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 distressexpenses.

Appears in 1 contract

Samples: Asset Purchase Agreement (Summa Industries)

Definition of Losses. As used in For purposes of this Agreement, "Losses” means " shall mean any and all liabilities, obligations, losses, damages, claims, deficiencies, diminution in valuepenalties, taxes, levies, actions, judgments, settlements, 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 legal fees, accountants' fees, experts' fees, disbursements and expenses of investigation, but excluding consequential, special or punitive shall exclude consequential damages, lost profits, lost opportunity costs, damage such as damages to reputation or the like, and mental or emotional distresscustomer relationships.

Appears in 1 contract

Samples: Asset Purchase Agreement (Summa Industries/)

Definition of Losses. As used in For purposes of this Agreement, "Losses” means " shall mean any and all liabilities, obligations, losses, damages, claims, deficiencies, diminution in valuepenalties, taxes, levies, actions, judgments, settlements, 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 legal fees, accountants' fees, experts' fees, disbursements 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 distressexpenses.

Appears in 1 contract

Samples: Asset Purchase Agreement (Summa Industries)

Definition of Losses. As used in For purposes of this Agreement, "Losses” means " shall mean any and all lossesclaims, liabilities, suits, actions, demands, deficiencies, charges, penalties, fines, interest, damages, deficiencieslosses, diminution in valuecosts, suits, debts, obligations, interest, penalties, expenses, judgments or settlements of any nature or kind, expenses (including without limitation reasonable attorneys’ fees ' fees, financial advisor fees, expert fees, and disbursements, court costs) of every kind and nature, amounts paid in settlement and expenses incurred by the Indemnified Party (as defined below), as a result of investigationSection 8.1.A or 8.1.B, but excluding consequential, special or punitive damages, lost profits, lost opportunity costs, damage to reputation or as the like, and mental or emotional distresscase may be.

Appears in 1 contract

Samples: Merger Agreement (Usa Technologies Inc)

Definition of Losses. As used in For purposes of this Agreement, "Losses” means " or "Loss" shall mean any and all liabilities, obligations, losses, damages, claims, deficiencies, diminution in valuepenalties, taxes, levies, actions, judgments, settlements, 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 legal fees, accountants' fees, experts' fees, disbursements 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 distressexpenses.

Appears in 1 contract

Samples: Asset Purchase Agreement (Summa Industries/)

Definition of Losses. As used in For the purposes of ARTICLE 7 of this Agreement, "Losses” means " means, with respect to any matter, all losses, damages, deficiencies, diminution in value, suits, debtsclaims, obligations, interest, penalties, expensesjudgements, judgments or settlements of any nature or kindsettlement payments, including awards, fines, liabilities, deficiencies, costs and expenses (including, without limitation reasonable attorneys’ limitation, all legal and other professional fees and disbursements, court costsinterest, penalties and amounts paid in settlement and expenses settlement) arising as a consequence of investigationsuch matter, but excluding excluding, in each case, all consequential, punitive, special or punitive similar losses or damages, lost profits, lost opportunity costs, damage to reputation or the like, and mental or emotional distress.

Appears in 1 contract

Samples: Purchase Agreement (District Metals Corp.)

AutoNDA by SimpleDocs

Definition of Losses. As used in For purposes of this AgreementARTICLE 7, the term "Loss" or "Losses” means all losses" shall mean any liability, damagesdamage, deficienciescosts and expenses arising from a claim asserted by a bona fide third party, diminution in valuenot an Affiliate of an Indemnified Party, suitsincluding, debtswithout limitation, obligationsany attorneys' fees, interest, penalties, expenses, judgments or settlements of any nature or kind, including without limitation reasonable attorneys’ fees disbursements and disbursements, court costs, amounts paid in settlement and expenses of investigationeach case reasonably incurred by Purchaser or Seller, but excluding consequentialas the case may be, special without regard to whether or punitive damages, lost profits, lost opportunity costs, damage to reputation or the like, and mental or emotional distressnot such Losses would be deemed material under this Agreement.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Bank Plus Corp)

Definition of Losses. As used in For purposes of this Agreement, “Losses” means shall mean any and all liabilities, obligations, losses, damages, claims, deficiencies, diminution in valuepenalties, taxes, levies, actions, judgments, settlements, 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 legal fees, accountants’ fees, experts’ fees, disbursements and expenses of investigation, but excluding consequential, special or punitive shall exclude consequential damages, lost profits, lost opportunity costs, damage such as damages to reputation or the likecustomer relationships, and mental excluding individual losses of less than $10,000, or emotional distressaggregate losses of less than $50,000.

Appears in 1 contract

Samples: Asset Purchase Agreement (Summa Industries/)

Definition of Losses. As used in For purposes of this AgreementArticle VII, the term "Losses” means all losses" shall mean any liability, damagesdamage, deficienciesTax, diminution in value, suits, debts, obligations, interest, penalties, costs and expenses, judgments or settlements of including, without limitation, any nature or kindattorneys' fees, including without limitation reasonable attorneys’ fees disbursements and disbursements, court costs, amounts paid in settlement and expenses of investigationeach case reasonably incurred by Purchaser or Seller, but excluding consequential, special or punitive damages, lost profits, lost opportunity costs, damage to reputation or as the like, and mental or emotional distresscase may be.

Appears in 1 contract

Samples: Deposit Accounts Purchase and Assumption Agreement (Metris Companies Inc)

Definition of Losses. As used in this Agreement, For purposes herein “Losses” means will mean all lossesfees, costs, damages, deficienciesjudgments, diminution in value, suits, debts, obligations, interest, penalties, expenses, judgments or settlements of any nature or kindpenalties and expenses incurred by either party, including without limitation reasonable attorneys’ fees and disbursements, court expenses and remediation and other clean up costs, amounts paid in settlement and expenses of connection with the investigation, but excluding consequentialprosecution or defense of any claim, special arising from or punitive damagesrelated to an act or omission for which indemnity is granted herein, lost profits, lost opportunity costs, damage or in connection with the enforcement of the obligation to reputation or the like, and mental or emotional distressindemnify contained in this Agreement.

Appears in 1 contract

Samples: Transportation Agreement

Definition of Losses. As used in this Article 9 and in Section 5.3 of this Agreement, "Losses" means all any liabilities, losses, damagesclaims, deficienciesdemands, diminution in valuecauses of action, suitscosts and expenses (including, debtsbut not limited to, obligations, interest, penalties, expenses, judgments or settlements of any nature or kind, including without limitation court costs and reasonable attorneys' fees and disbursements, court costs, amounts paid in settlement other costs and expenses of investigationincident to proceedings or investigations respecting, but excluding consequential, special or punitive damages, lost profits, lost opportunity costs, damage to reputation or the likeprosecution or defense of, a claim) of every kind and mental or emotional distresscharacter.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Vtex Energy Inc)

Definition of Losses. As used in For purposes of this Agreement, “Losses” means shall mean all actual liabilities, losses, costs, damages, deficiencies, diminution in value, suits, debts, obligations, interest, penalties, expensesassessments, judgments or settlements demands, claims, causes of any nature or kindaction, including including, without limitation limitation, reasonable attorneys’, accountants’ and consultants’ fees and disbursements, expenses and court costs, amounts paid in settlement and expenses of investigationexcluding any special, but excluding consequentialincidental, special exemplary, punitive, or punitive consequential damages, lost profits, lost opportunity costs, damage to reputation or the like, and mental or emotional distress.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Global Medical REIT Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!