Indemnifiable Losses Sample Clauses

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. 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. The Indemnitor shall indemnify the respective party (including its stockholders, directors and officers) (each, an “Indemnitee”) against, and hold each Indemnitee harmless and pay on behalf of or reimburse the Indemnitee in respect of the entirety of any claims, actions, suits, settlements, damages, expenses (including, reasonable legal costs and expenses), losses, or costs sustained or incurred by such Indemnitees (collectively, “Losses”) which the Indemnitee may incur, suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with any allegation or claim in respect of any of the following (subject to the limitations in this Section 9): (a) any failure of any representation or warranty made by the Indemnitor in this Agreement or in any Transaction Document (including, the Disclosure Schedule, and any exhibit or schedule thereto) to be true and correct as of the date of this Agreement and as of the Closing Date as though such representation or warranty were made as of the Closing Date, provided however that the Purchasers’ liability and indemnification obligations hereunder shall be limited to failure of representations or warranties relating to or arising out of, the Parent Exchange Shares; (b) any breach, default or violation of any covenant or obligation of, or agreement by an Indemnitor (prior to Closing) contained in this Agreement or in any other Transaction Document; (c) solely with respect to indemnification by the Seller, any loans, liabilities or obligations of the Indemnitor (including, without duplication, the Debt Amount and the Signing Bonus) whether or not such loans, liabilities or obligations are known or unknown, contingent or fixed, or matured or unmatured, whether or not such Losses are caused by the negligence or misconduct of the Indemnitor, existing as of the Closing Date or arising after the Closing Date (collectively, the “Liabilities”); (d) solely with respect to indemnification by the Seller, any taxes, charges, duties, fees, levies, imposts or other assessments, reassessments, or mandatory payments of any kind whatsoever, whether direct or indirect, imposed by or payable to or accrued to the benefit of any federal, state, municipal, local or foreign tax authority, owed or that may become owed by the Seller Subsidiary with respect to any period ending on (and including) the Closing Date; and (e) any Fraud by or on behalf of the Indemnitor.

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 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. 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. 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. 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. 1.63.1 Where an indemnified Party is entitled to indemnifiable losses from the indemnifying Party pursuant to Article 1.61.1(ii), 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, such event shall constitute a payment default under Article 1.55 and 1.56.