Indemnifiable Losses. 14.3.1 Where an Indemnified Party is entitled to Indemnifiable Losses from the Indemnifying Party pursuant to Article 14.1.1(b) or 14.1.2(b), the Indemnified Party shall promptly notify the Indemnifying Party of the Indemnifiable Losses actually incurred by the Indemnified Party. The Indemnifiable Losses shall be reimbursed by the Indemnifying Party within thirty (30) days of receipt of the notice seeking Indemnifiable Losses by the Indemnified Party. In case of nonpayment of such losses after a valid notice under this Article 14.3, such event shall constitute a payment default under Article 13.
Indemnifiable Losses. 14.3.1 Where an Indemnified Party is entitled to any losses, damages, costs and expenses including legal costs, fines, penalties and interest (“Indemnifiable Losses”) from the Indemnifying Party pursuant to Article 14.1.1(b) or 14.1.2(b), the Indemnified Party shall promptly notify the Indemnifying Party of the Indemnifiable Losses actually incurred by the Indemnified Party. The Indemnifiable Losses shall be reimbursed by the Indemnifying Party within 30 (thirty) days of receipt of the notice seeking Indemnifiable Losses by the Indemnified Party.
Indemnifiable Losses. The Indemnitor shall indemnify the Investor (including its shareholders, limited and general partners directors and officers) (each, an “Indemnitee”) against, and hold each Indemnitee harmless from all claims, actions, suits, settlements, damages, expenses (including, reasonable legal costs and expenses), losses, or costs sustained or incurred by such Indemnitees (collectively, “Losses”) resulting from, or arising out of, a breach or misrepresentations of any the Indemnitor’s representations, warranties or covenants made in this Agreement, subject to the limitations in this Section 7.
Indemnifiable Losses. Where an Indemnified Party is entitled to Indemnifiable Losses from the indemnifying party pursuant to Article 17, the Indemnified Party shall promptly notify the indemnifying party of the Indemnifiable Losses actually incurred by the Indemnified Party. The Indemnifiable Losses shall be reimbursed by the Indemnifying Party within thirty (30) days of receipt of the notice seeking Indemnifiable Losses by the Indemnified Party. In case of non-payment of such losses after a valid notice under this Article 17, such event shall constitute a payment default under Article 16.
Indemnifiable Losses. For purposes of this Article 1, the phrase 10 “Indemnifiable Loss” includes all claims, demands, injuries, damages, costs, expenses 11 (including attorney fees and costs), fines, penalties, and liabilities of any kind.
Indemnifiable Losses. The parties intend that, except as otherwise expressly provided in this Agreement, the Corporation shall indemnify and hold harmless the New Ceridian Indemnitees for all Indemnifiable Losses from Employment Related Claims by any Media Information Employee, Arbitron Employee, Former Arbitron Employee or applicant for employment with employment duties principally related to the Media Information Business, and New Ceridian shall indemnify and hold harmless the Media Information Indemnitees for all Indemnifiable Losses from Employment Related Claims by any New Ceridian Employee, Former New Ceridian Employee or applicant for employment with employment duties not principally related to the Media Information Business.
Indemnifiable Losses. During the period following the Closing Date, the Principal Shareholders, on the one hand, and, Core, on the other hand (each referred to as an "Indemnitor") will, jointly and severally, indemnify Core, in the case of the Principal Shareholders, and the Shareholders, in the case of Core, and its or their respective directors, officers, advisers, subsidiaries (including CMB Acquisition, Inc., in the case of indemnification by the Principal Shareholders), affiliates, agents, successors and assigns (collectively, the "Indemnitees"), and save and hold the Indemnitees harmless from and against any damage, liability, loss, claim, cost, debt, expense, obligation, tax, assessment, lawsuit or deficiency of any kind or nature, fixed, actual, accrued or contingent, liquidated or unliquidated, including, without limitation, attorneys' fees and other actual costs and expenses incident to proceedings or investigations or the defense of any of the foregoing, whether or not litigation has commenced (each, a "Loss") arising out of, resulting from or relating to:
(a) any breach of any representation or warranty of such Indemnitor in any of the Merger Agreements, as of the date of this Agreement, and through and including the Effective Date and the Closing Date;
(b) any failure of such Indemnitor to duly perform or observe any term, provision, covenant or agreement to be performed or observed by such Indemnitor pursuant to any of the Merger Agreements;
(c) only as to the Principal Shareholders as Indemnitors and Core as the Indemnitee, (i) any action, proceeding, event or circumstances set forth on Schedule 2.28; (ii) aggregate expenses, incurred from and after the Effective Date for replacement or repair of products invoiced by CMB prior to the Closing Date or other damages based upon the failure of such products to comply with the applicable warranties of CMB ("Product Warranty Expenses"), in excess of $220,000 in either of the first two years following the Closing Date; provided, however, that any amounts paid in respect of a given year pursuant to (iii) of this Section 6.1(c) shall be deducted from any amounts otherwise payable pursuant to section 6.1(c)(ii) for such year; (iii) any expenses arising from or related to the matter described at item 1 of Schedule 2.16 (the "Colorado Springs Project"), to the extent of the lesser of (A) the amount of such expenses, or (B) the excess of the amount of Product Warranty Expenses (including those relating to the Colorado Springs ...
Indemnifiable Losses. All Losses for which the Buyer Parties are entitled to seek indemnification under this Agreement are referred to herein as “Buyer Indemnifiable Losses.” All Losses for which the Sellers are entitled to seek indemnification under this Agreement are referred to herein as “Seller Indemnifiable Losses.”
Indemnifiable Losses. The term "Indemnifiable Losses" shall mean any and all liabilities, obligations, claims, actions, damages, civil and criminal penalties and fines, out-of-pocket costs and expenses (including any reasonable attorneys' and other professional fees), relating to, resulting from or arising out of any breach of any representation, warranty, covenant, agreement or undertaking by the indemnifying party and contained in this Agreement.
Indemnifiable Losses. The Parties agree that the loss and damage shall only by deemed indemnifiable in the event that, concurrently, (i) they have been effectively suffered, incurred and disbursed by the relevant Indemnified Party, and (ii) there is an agreement between the Parties or a payment obligation determined by a final and unappealable arbitration award or court order regarding the indemnification, including an arbitration award on any dispute between the Parties regarding the obligation to indemnify, pursuant to Section 5.1. The payment of any indemnification shall be made by the Indemnifying Party to the Indemnified Party within 10 Business Days from the occurrence of the events above.
