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. 16 Section 14.2
Losses Defined. As used in this Article VI, “Losses” means any and all losses, liabilities, obligations and damages and other reasonable out-of-pocket costs, expenses and charges, including, without limitation, reasonable attorneys’ fees and other amounts incurred in proceedings relating to Losses, but all of which Losses shall be reduced by (a) any insurance proceeds actually recovered with respect to the events or transactions giving rise to such Losses (less any increase in annual premiums as a result of such claims) or (b) any reserve set forth in, or provision made in, the Financial Statements specifically with respect to the events or transactions giving rise to such Losses.
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. 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 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.
Losses Defined. For all purposes of and under this Agreement, “Losses” shall mean (i) any loss, claim, demand, damage (other than consequential, incidental, special and punitive damages, unless such consequential, incidental, special or punitive damages are required to be paid by an Indemnified Party to a third party or arise out of fraud), deficiency, lost profits, liability, judgment, fine, penalty, 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 Actions. For all purposes under Article 7, 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 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 VIII, any qualifications in the representations, warranties and covenants with respect to a “Company Material Adverse Effect”, materiality, material or similar terms shall be disregarded and will not have any effect with respect to the determination of a breach or inaccuracy in, or the calculation of the amount of any Losses attributable; to a breach of any representation, warranty or covenant of the Company set forth in this Agreement (including the Disclosure Schedule) or in any certificate or other instruments delivered by the Company to Parent or Merger Sub pursuant to this Agreement