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. 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. (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. 16 Section 14.2
Losses Defined. For all purposes of and under this Agreement, “Losses” shall mean (i) any loss, claim, demand, damage (including any consequential, incidental, indirect, special or punitive damages), deficiency, lost profits, liability, judgment, fine, penalty, diminution in value, cost, or expense (including reasonable attorneys’, consultants’, and experts’ fees and expenses), (ii) any and all reasonable fees and costs of enforcing an Indemnified Party’s rights under this Agreement, and (iii) any and all reasonable fees and costs defending any Third Party Claims. For all purposes under Article , any qualifications in the representations, warranties, and covenants with respect to a “Material Adverse Effect”, materiality, material or similar terms shall be disregarded with respect to the calculation of the amount of any Losses attributable to a breach of any such representation, warranty or covenant.
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 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 the Bank shall not be liable to the Company, and the Company shall not be liable to the Bank, for any claim for indemnification pursuant to Section 9.1(a) or 9.1(b) (or for any Loss for which such a claim may be asserted under Section 9.1(a) or 9.1(b)) unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Bank or the Company, as applicable, exceeds $25,000, in which case the Bank or the Company, as applicable, shall be liable only for the Losses in excess of $25,000.
Losses Defined. Solely for purposes of this Article 12, the term “Losses” means any and all third party suits, claims, actions, demands, losses, damages, liabilities, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses).
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 the purposes of Program Agreement, the Sale Agreement and the Servicing Agreement, the term “Losses” shall mean all direct damages, losses, fines, penalties, judgments, settlements and reasonable expenses and out-of-pocket costs whatsoever, including, without limitation, 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 that reasonably may be indemnifiable under this Program Agreement, the Sale Agreement, or the Servicing Agreement; provided, however, that Losses shall be calculated net of applicable insurance recoveries actually paid (but adding back deductible and copay amounts). No Party may make a claim for indemnification under this Article X until the aggregate amount of all Losses for such Party under this Agreement, the Sale Agreement or the Program Agreement is equal to at least $[***].
