Common use of Losses Clause in Contracts

Losses. (a) For purposes of this Agreement, “Losses” shall mean all actual liabilities, losses, costs, damages, penalties, assessments, demands, claims, causes of action, including, without limitation, reasonable attorneys’, accountants’ and consultants’ fees and expenses and court costs, including punitive, indirect, consequential or other similar damages. Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third parties.

Appears in 20 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement (Alliance MMA, Inc.)

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Losses. (a) For purposes of As used in this Agreement, "Losses” shall mean " means any and all actual liabilitiescosts, claims, losses, costsliabilities, damagesobligations (including corrective and remedial obligations), penalties, assessments, demands, claims, causes of action, including, without limitation, damages and expenses (including reasonable attorneys’, accountants’ and consultants’ legal fees and expenses and court costsbut excluding any liability relating to consequential damages, including punitive, indirect, consequential lost profits or other similar punitive damages. Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third parties).

Appears in 5 contracts

Samples: Purchase and Sale Agreement (Five Star Quality Care Inc), Asset Purchase Agreement (Tesoro Petroleum Corp /New/), Asset Purchase Agreement (Giant Industries Inc)

Losses. (a) For purposes of this Agreement, Agreement the term “Losses” shall mean any and all actual liabilities, losses, costs, claims, damages, penaltiesTaxes, assessmentsLiabilities, obligations, judgments, settlements, awards, demands, claims, causes of action, including, without limitationoffsets, reasonable out-of-pocket costs, expenses and attorneys’, accountants’ and consultants’ fees and (including any such reasonable costs, expenses and court costsattorneys’ fees incurred in enforcing a party’s right to indemnification against any indemnifying party or with respect to any appeal) and penalties and interest, including punitive, indirect, consequential or other similar damages. Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third partiesif any.

Appears in 4 contracts

Samples: Asset Purchase Agreement (INX Inc), Asset Purchase Agreement (INX Inc), Asset Purchase Agreement (INX Inc)

Losses. (a) For purposes of this Agreement, the term “Losses” shall mean all actual liabilities, any losses, costsliabilities, damages, penaltiesfailures to collect payments, assessmentsfees, demandscosts and expenses, claims, causes of action, including, including without limitation, limitation reasonable attorneys’, accountants’ and consultants’ fees and expenses of attorneys and other advisers, court costs and other dispute resolution costs, including punitiveincurred by WFB or Company, indirect, consequential or other similar damages. Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third partiesas the case may be.

Appears in 4 contracts

Samples: Merchant Financial Services Agreement, Merchant Financial Services Agreement (Transfirst Holdings Corp.), Merchant Financial Services Agreement (Transfirst Holdings Corp.)

Losses. (a) For purposes of this Agreement, the terms "Loss" or "Losses" shall mean each and all actual liabilitiesof the following items to the extent actually incurred: claims, losses, costsliabilities, damages, penaltiesjudgments, assessmentsawards, demands, claims, causes of action, costs and expenses (including, without limitation, reasonable attorneys’, accountants’ and consultants’ fees and expenses and court costs, including punitive, indirect, consequential or other similar damagesdisbursements of counsel). Losses shall include punitive, indirect, exclude all consequential or similar damages only for claims brought by third partiesdamages.

Appears in 3 contracts

Samples: Joint Venture Agreement (Loews Cineplex Entertainment Corp), Joint Venture Agreement (Loews Cineplex Entertainment Corp), Stock Purchase and Subscription Agreement (Loews Cineplex Entertainment Corp)

Losses. (a) For purposes of As used in this Agreement, "Loss" and/or "Losses" shall mean all actual liabilitiesclaims, lawsuits, proceedings by insurance regulatory authorities or any other regulatory authority, investigations, expenses, settlements, assessments, obligations, damages, losses, deficiencies, interest, late charges, adjustments, costs, damagesjudgments, payments, liabilities, refunds, taxes, fines and penalties, assessments, demands, claims, causes of action, including, without limitation, costs and expenses of litigation and reasonable attorneys' fees, accountants’ reasonable actuarial and consultants’ accounting fees and expenses and court costs, including punitive, indirect, consequential or other similar damages. Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third partiesreasonable costs of investigations.

Appears in 2 contracts

Samples: Coinsurance Agreement (Acap Corp), Coinsurance Agreement (Acap Corp)

Losses. (a) For purposes of As used in this Agreement, “Losses” shall mean all actual liabilities, means losses, costs, damages, liabilities, deficiencies, judgments, interest, awards, penalties, assessmentsfines, demandscosts or expenses of whatever kind, claims, causes of action, including, without limitation, including reasonable attorneys’, accountantsand consultants’ fees and expenses and court costs, including punitive, indirect, consequential or other similar damages. Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third partiesfees.

Appears in 2 contracts

Samples: Purchase Agreement (Chan I-Tseng Jenny), Purchase Agreement (Rslgh, LLC)

Losses. (a) For purposes of this Agreement, the terms “Loss” or “Losses” shall mean each and all actual liabilitiesof the following items to the extent actually incurred: claims, losses, costsliabilities, damages, penaltiesjudgments, assessmentsawards, demands, claims, causes of action, costs and expenses (including, without limitation, reasonable attorneys’, accountants’ and consultants’ fees and expenses and court costs, including punitive, indirect, consequential or other similar damagesdisbursements of counsel). Losses shall include punitive, indirect, exclude all consequential or similar damages only for claims brought by third partiesdamages.

Appears in 2 contracts

Samples: Joint Venture Agreement (LCE AcquisitionSub, Inc.), Joint Venture Agreement (LCE AcquisitionSub, Inc.)

Losses. (a) For purposes of this Agreement, “Losses” shall mean all actual liabilities, losses, costs, damages, penalties, assessments, demands, claims, causes of action, including, without limitation, reasonable attorneys’, accountants’ and consultants’ fees and expenses and court costs, including punitive, indirect, consequential or other similar damagesdamages only brought by third parties. Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third parties.

Appears in 2 contracts

Samples: Merger Agreement (Alliance MMA, Inc.), Merger Agreement (Alliance MMA, Inc.)

Losses. (a) For purposes of this Agreement, “Losses” shall mean any and all actual liabilitiesactions, costs, losses, costsclaims, damagesliabilities, fines, interest, awards, judgments, penalties, assessments, demands, claimsdamages (including special, causes of actionindirect, includingincidental, without limitation, reasonable attorneys’, accountants’ punitive and consultants’ fees consequential damages) and expenses and (including court costs, including punitivecosts of investigation and reasonable fees and disbursements of counsel, indirect, consequential or other similar damages. Losses shall include punitive, indirect, consequential or similar damages only for claims brought consultants and expert witnesses) incurred by third partiesa party hereto.

Appears in 2 contracts

Samples: License Agreement (Quark Pharmaceuticals Inc), License Agreement (Quark Biotech Inc)

Losses. (a) For purposes of this Agreement, “Losses” shall mean all actual liabilities, losses, costs, damages, penalties, assessments, demands, claims, causes of action, including, without limitation, reasonable attorneys’, accountants’ and consultants’ fees and expenses and court costs; provided, including punitivehowever, indirect, consequential or other similar damages. that Losses shall include punitive, indirect, consequential or similar damages only for claims brought brought, and damages recovered, by third parties.

Appears in 1 contract

Samples: Merger Agreement (Alliance MMA, Inc.)

Losses. (a) For purposes of this Agreement, “Losses” shall mean all actual liabilities, means losses, costs, damages, liabilities, deficiencies, judgments, interest, awards, penalties, assessmentsfines, demandscosts or expenses of whatever kind, claims, causes of action, including, without limitation, including reasonable attorneys’, accountants’ and consultants’ fees and expenses the cost of enforcing any right to indemnification hereunder and court coststhe cost of pursuing any insurance providers; provided, including however, that “Losses” shall not include punitive, indirect, consequential or special damages or lost profits, except to the extent such damages are actually awarded to a governmental authority or other similar damages. Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third partiesparty.

Appears in 1 contract

Samples: Share Exchange Agreement (Target Group Inc.)

Losses. (a) For purposes of this Agreement, the terms "Loss" or ------ "Losses" shall mean each and all actual liabilitiesof the following items to the extent actually ------ incurred: claims, losses, costsliabilities, damages, judgments, fines, penalties, assessments, demands, claims, causes of action, amounts paid in settlement and reasonable costs and expenses incurred in connection therewith (including, without limitation, interest which is imposed in connection therewith, costs and expenses of suits and proceedings, and reasonable attorneys’, accountants’ and consultants’ fees and expenses and court costs, including punitive, indirect, consequential or other similar damages. Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third partiesdisbursements of counsel).

Appears in 1 contract

Samples: Stock Purchase Agreement (Tanning Technology Corp)

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Losses. (a) For purposes of this Agreement, the terms "Loss" or "Losses" shall mean each and all actual liabilitiesof the following items to the extent actually incurred: claims, losses, costsliabilities, damages, judgments, fines, penalties, assessments, demands, claims, causes of action, amounts paid in settlement and reasonable costs and expenses incurred in connection therewith (including, without limitation, interest which is imposed in connection therewith, costs and expenses of suits and proceedings, and reasonable attorneys’, accountants’ and consultants’ fees and expenses and court costs, including punitive, indirect, consequential or other similar damages. Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third partiesdisbursements of counsel).

Appears in 1 contract

Samples: Stock Purchase Agreement (Optical Sensors Inc)

Losses. (a) For purposes of this Agreement, "Losses” shall mean " means all actual liabilitiesclaims (whether meritorious or not), lossesactions, costssuits, damagesproceedings, penalties, assessments, demands, claimsjudgments, causes of action, liabilities (whether fixed, absolute, accrued, contingent or otherwise and whether direct or indirect, primary or secondary, known or unknown), losses, demands, costs, assessments, fines, damages, interest, penalties or expenses (including, without limitation, reasonable attorneys’, accountants’ and consultants’ ' fees and expenses and court costs, including punitive, indirect, consequential or other similar damages. Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third partiescosts of litigation).

Appears in 1 contract

Samples: Contribution Agreement (Katy Industries Inc)

Losses. (a) For purposes of this Agreement, "Losses" shall mean all actual liabilitiesclaims (whether meritorious or not), lossesactions, costssuits, damagesproceedings, penalties, assessments, demands, claimsjudgments, causes of action, liabilities (whether fixed, absolute, accrued, contingent or otherwise and whether direct or indirect, primary or secondary, known or unknown), losses, demands, costs, assessments, fines, damages, interest, penalties or expenses (including, without limitation, reasonable attorneys’, accountants’ and consultants’ ' fees and expenses and court costs, including punitive, indirect, consequential or other similar damages. Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third partiescosts of litigation).

Appears in 1 contract

Samples: Asset Purchase Agreement (Katy Industries Inc)

Losses. (a) For purposes of this Agreement, “Losses” shall mean all actual losses, liabilities, lossesdamages and costs (including taxes), costs, damages, penalties, assessments, demands, claims, causes of action, including, without limitation, and all related costs and expenses (including reasonable attorneys’, accountants’ and consultants’ fees and expenses disbursements and court costscosts of investigation, including punitive, indirect, consequential or other similar damages. Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third partieslitigation and settlement).

Appears in 1 contract

Samples: Software Subscription License Agreement

Losses. (a) For purposes of this Agreement, the terms "Loss" or "Losses" shall mean each and all actual liabilitiesof the following items to the extent actually incurred: claims, losses, costsliabilities, damages, penaltiesjudgments, assessmentsawards, demands, claims, causes of action, costs and expenses (including, without limitation, reasonable attorneys’, accountants’ and consultants’ fees and expenses and court costs, including punitive, indirect, consequential or other similar damagesdisbursements of counsel). Losses shall include punitive, indirect, exclude all consequential or similar damages only for claims brought by third partiesdamages. 14 <PAGE> Section 11.

Appears in 1 contract

Samples: Joint Venture Agreement

Losses. (a) For purposes of this Agreement, "Losses" shall mean all actual liabilitiesclaims, lossesactions, costsproceedings, damages, penalties, assessments, demands, claimsjudgments, causes of action, liabilities (whether fixed, absolute, accrued, contingent or otherwise and whether direct or indirect, primary or secondary, known or unknown), losses, demands, costs, assessments, damages, interest, penalties or expenses (including, without limitation, reasonable attorneys’, accountants’ and consultants’ ' fees and expenses and court costs, including punitive, indirect, consequential or other similar damages. Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third partiescosts of litigation).

Appears in 1 contract

Samples: Asset Purchase Agreement (Softnet Systems Inc)

Losses. (a) For purposes of As used in this Agreement, "Losses” shall mean " means any and all actual liabilitiescosts, claims, losses, costsliabilities, obligations (including corrective and remedial obligations), damages and expenses including reasonable legal fees and expenses, and liability for consequential damages, penaltieslost profits, assessmentsor punitive damages to third parties whose claims are subject to indemnification under this Agreement, demandsbut excluding any liability to the other party to this Agreement for consequential damages, claimslost profits or punitive damages suffered, causes of action, including, without limitation, reasonable attorneys’, accountants’ and consultants’ fees and expenses and court costs, including punitive, indirect, consequential incurred or claimed by such other similar damages. Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third partiesparty.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kaneb Pipe Line Operating Partnership Lp)