Losses Defined Clause Samples
The "Losses Defined" clause establishes a clear definition of what constitutes a loss under the agreement. It typically outlines the types of damages, costs, liabilities, or expenses that are included, such as direct damages, legal fees, or third-party claims, and may specify exclusions like consequential or punitive damages. By precisely defining the scope of recoverable losses, this clause ensures both parties understand their potential financial exposure and helps prevent disputes over the interpretation of what losses are covered.
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Losses Defined. For purposes of this Agreement, “Losses” means all claims, actions, losses, liabilities, damages and costs (including taxes) and all related costs and expenses (including reasonable attorney’s fees and disbursements and costs of investigation, litigation and settlement).
Losses Defined. As used in this Article 7, the term “Losses,” when capitalized, means any loss, cost, damage and expense (including reasonable attorneys’, other professionals’ and court fees), arising from any death of or injury to any person, or damage to any property.
Losses Defined. 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, in connection with any judicial, administrative, legislative or other proceeding or claim made by a third party.
Losses Defined. (a) The term “Losses” shall mean and include any and all Liabilities, losses, damages, Claims, expenses (including reasonable attorney’s fees and the expenses of investigation and litigation), settlement, award, costs, fines, fees, penalties, breaches, obligations, injuries or other expense of any nature, whether or not involving a Proceeding, including costs of defending any Proceeding or enforcing an Indemnified Party’s rights hereunder. “Losses” shall not include special, incidental or consequential damages (other than consequential or incidental damages payable to a third party), including lost profits or loss of business opportunity.
Losses Defined. (a) Losses shall not include loss of potential profits, unless any Purchaser Indemnified Party is awarded such loss of potential profits by a court of competent jurisdiction, or punitive or aggravated damages, except if and to the extent any Purchaser Indemnified Party is required to pay punitive or aggravated damages in connection with any claim relating to a Third Party Claim.
(b) Losses shall not include any costs, Taxes or expenses resulting from, arising out of or relating to the implementation of the Purchaser’s Pre-Acquisition Reorganization pursuant to Section 8.1.
(c) The amount of any Loss subject to indemnification under this Article 7 and the Vendor’s obligation to pay a Tax Amount under Sections 8.2(d) and 8.3 shall be calculated net of any Tax Benefit actually realized by a Purchaser Indemnified Party on account of such Loss. In connection with the Vendor’s obligation to make an indemnification payment under this Article 7 or to pay a Tax Amount under Section 8.3, the Purchaser Indemnified Party shall inform the Vendor in writing of the amount of any Tax Benefit that the Purchaser Indemnified Party expects actually to realize on account of the Loss or the Tax Amount that gave rise to the indemnification obligation, which amount shall reduce the amount of the Vendor’s indemnification payment. In calculating the Tax Benefit, the Purchaser Indemnified Parties shall undertake commercially reasonable efforts to obtain a Tax Benefit, including without limitation, any deductions or relief from double taxation under any tax treaty. To the extent the Purchaser Indemnified Party actually realizes a Tax Benefit that did not reduce the Vendor’s indemnification payment or payment of a Tax Amount in accordance with the foregoing, the Purchaser Indemnified Party shall promptly pay to the Vendor the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is actually realized by the Purchaser Indemnified Party. For purposes of this Section 7.3(c), a “Tax Benefit” on account of a Loss includes any refund or credit of Taxes paid or reduction in the amount of Taxes that would not have been available to the Purchaser Indemnified Party in the absence of such Loss.
(d) In calculating the amount of any Losses with respect to which any Purchaser Indemnified Party seeks indemnification hereunder, the amount of such Losses shall be reduced by all amounts actually recovered by the Purchaser under any Insurance policies maintained by t...
Losses Defined. 16 Section 14.2
Losses Defined. In this Agreement, the term "Losses" means and includes all losses, claims, liabilities, damages (including, without limitation, punitive, consequential and special damages awarded to any third- party claimant), judgments, liabilities, payments, obligations, costs and expenses (including, without limitation, any reasonable costs of investigation, remediation or cleanup, and any reasonable legal fees and costs and expenses incurred after the Closing Date in defense of or in connection with any alleged or asserted liability, payment or obligation as to which indemnification may apply hereunder), regardless of whether or not any liability, payment, obligation or judgment is ultimately imposed against the Purchaser Indemnified Persons or Seller Indemnified Persons and whether or not the Purchaser Indemnified Persons or Seller Indemnified Persons are made or become parties to an action, suit or proceeding in respect thereof, voluntarily or involuntarily.
Losses Defined. For purposes of this Agreement, the term "Losses" shall mean any and all losses, liabilities, damages, claims, failures to collect payments, costs and expenses, including without limitation reasonable fees and expenses of lawyers and other advisers, court costs and other dispute resolution costs, incurred by the party to be indemnified, provided, however, that, such term shall not include any special or consequential costs or damages of any kind or character which the indemnified party may incur, or charges for services rendered by any employees of such party, including, without limitation, services provided by in-house counsel of such party.
Losses Defined. For the purposes of this Agreement, the term “Losses” shall mean all direct out-of-pocket costs, damages, losses, fines, penalties, judgments, settlements and expenses whatsoever, including, without limitation, reasonable outside attorneys’ fees and disbursements and court costs reasonably incurred by the indemnified Party in connection with any judicial, administrative, or other proceeding or claim made by a third party; provided, however, that no Party shall suffer a Loss until a claim has been (i) finally resolved by a court or other adjudicatory body, without recourse to or abandonment of further appeal, or (ii) settled with the consent of both Parties.
Losses Defined. In this Agreement, the term "Losses" means and includes all losses, claims, liabilities, damages (including, without limitation, punitive, consequential and special damages awarded to any third-party claimant), judgments, liabilities, payments, obligations, costs and expenses (including, without limitation, any costs of investigation, remediation or cleanup, and any reasonable legal fees and costs and expenses incurred after the date hereof in defense of or in connection with any alleged or asserted liability, payment or obligation as to which indemnification may apply hereunder), regardless of whether or not any liability, payment, obligation or judgment is ultimately imposed against ▇▇▇▇▇▇▇ or ASI and whether or not ▇▇▇▇▇▇▇ or ASI are made or become parties to an action, suit or proceeding in respect thereof, voluntarily or involuntarily.