Indemnifiable Loss Sample Clauses

Indemnifiable Loss. “Indemnifiable Loss” has the meaning set forth in Section 3.5(a).

Indemnifiable Loss. An Indemnifiable Loss means the aggregate of Losses and Litigation Expenses where:

Indemnifiable Loss. For purposes of this Section 12, “Indemnifiable Loss” means, with respect to any Indemnitee, any action, cost, damage, disbursement, expense, liability, loss, deficiency, diminution in value, obligation, penalty or settlement of any kind or nature, whether foreseeable or unforeseeable, including, but not limited to, interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses reasonably incurred in investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Indemnitee, but not including any punitive, exemplary, incidental or consequential damages.

Indemnifiable Loss. For purposes of this Agreement, an “Indemnifiable Loss” shall mean and include any and all losses, damages, costs, expenses (including without limitation, expenses incurred in connection with investigating, defending or enforcing any action, suit, claim, investigation or proceeding incident to any matter indemnified hereunder), liabilities, obligation, claims, settlement payments, fines, penalties, corrective or remedial costs, awards, judgments, interest, diminution in value, and other charges or damages of any kind (including, without limitation, reasonable attorneys’ fees and other reasonable legal costs and expenses, including without limitation those incurred in connection with any suit, action, claim, investigation or other proceeding) which an indemnified party may at any time suffer or incur, or become subject to, as a result of a matter subject to indemnity by the indemnifying party pursuant to Section 9.1 or Section 9.2 of this Agreement. Notwithstanding the foregoing, with respect to indemnity matters under Section 9.1 or Section 9.2 which do not relate to third party claims, the term “Indemnifiable Loss” shall mean only actual and direct damages, and shall not mean or include any indirect, incidental, consequential, punitive or speculative damages such as, by way of example and not limitation, lost profits or lost future opportunities, and shall not include pre-judgment interest in any litigated or arbitrated matter other than interest payable to a third party. Indemnifiable Losses shall be calculated without deduction related to any “materiality” or “Material Adverse Effect” standard or qualification contained in a relevant representation or warranty.

Indemnifiable Loss. In the event any Indemnifiable Loss is not paid by Seller or any Principals when due, Buyer shall be entitled to be paid the amount thereof from the Escrow Amount. If such Indemnifiable Losses are not paid when due, and such failure continues for a period of ten days after demand by Buyer to Seller, Buyer may instruct the Escrow Agent to disburse to Buyer the amount of any such unpaid Indemnifiable Losses.

Indemnifiable Loss. Subject to the other provisions of this Article 8, a Loss incurred by an Indemnified Party subject to the indemnification obligations set forth in Section 8.1 or 8.2 will only be considered an indemnifiable Loss if it is notified within the Indemnification Period (“Indemnifiable Loss”).

Indemnifiable Loss