Agent Losses definition

Agent Losses has the meaning set forth in Section 7.8(c).
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Agent Losses means losses, costs and expenses and amounts paid in settlement, directly or indirectly resulting from, arising out of or relating to one or more Claims. Upon the written request of the Escrow Agent or any such officer, director, employee or agent (each referred to herein as an “Indemnified Party”) the Company and/or the Investor shall assume the investigation and defense of any Claim, including the employment of counsel reasonably acceptable to the applicable Indemnified Party and the payment of all expenses related thereto and, notwithstanding any such assumption, such Indemnified Party shall have the right, and the Company and/or the Investor shall pay the cost and expense thereof, to employ separate counsel with respect to any such Claim and participate in the investigation and defense thereof in the event that such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or in addition to those available to any Party. The Company and the Investor hereby agree that the indemnification and protections afforded the Escrow Agent in this paragraph shall survive the termination of this Agreement, the resignation or removal of the Escrow Agent pursuant to Paragraph 4(c) hereof or the tender by the Escrow Agent of the Escrow Fund to a court pursuant to Paragraph 4(b) hereof.
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Agent Losses means any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with the activities of the Stockholders’ Agent in such capacity under this Agreement, the Escrow Agreement and the other Transaction Documents.
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Examples of Agent Losses in a sentence

  • Additionally, the Transfer Agent will accumulate the net Transfer Agent Losses less than $0.01 per share to any Fund share class over each calendar quarter.

  • Any out-of-pocket costs and expenses reasonably incurred by the Holders’ Agent in connection with actions taken by the Holders’ Agent pursuant to the terms of this Section 7.9 (including the hiring of legal counsel and the incurring of reasonable legal fees and costs) and any Holders’ Agent Losses will be paid to the Holders’ Agent from the Agent Fund, and the Holders’ Agent may use the Agent Fund only to pay such costs and expenses reasonably incurred and to satisfy any Holders’ Agent Losses.

  • Each of Parent and the Stockholders shall indemnify, defend and hold the Escrow Agent harmless from and against one-half of any and all Escrow Agent Losses arising out of or in connection with its acceptance of appointment as Escrow Agent hereunder which are not a consequence of any action of any other party hereto, except as caused by the Escrow Agent's willful misconduct or gross negligence.

  • Solely as between Parent and the Securityholder Representative (on behalf of the Effective Time Holders), such Escrow Agent Losses shall be paid fifty percent (50%) by Parent and fifty percent (50%) by the Securityholder Representative (on behalf of the Effective Time Holders).

  • The Stockholders' obligation to indemnify Escrow Agent under this Section 6(b) for Escrow Agent Losses may be satisfied by use of the Escrow Fund and shall be limited to the amounts therein, provided that any such use of the Escrow Fund is subordinated to the satisfaction of all other claims for indemnification for Damages under Article VIII, Section 1.7(b) and Section 1.7(d) of the Merger Agreement.

  • If a successor Escrow Agent has not been appointed and has not accepted such appointment by the end of such thirty (30) day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent and the fees, costs and expenses (including reasonable counsel fees and expenses) which it incurs in connection with such a proceeding shall be deemed to be Escrow Agent Losses.

  • The Stockholders shall severally indemnify, defend and hold the Escrow Agent harmless from and against any and all Escrow Agent Losses that may be incurred by the Escrow Agent hereunder as a consequence of actions of the Stockholder Agent or of the Stockholders.

  • For the purposes hereof, the term "Agent Losses" shall mean losses, costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to reasonable attorneys', accountants' and other professionals' fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting from, arising out of or relating to one or more Agent Claims.

  • Notwithstanding the foregoing, the indemnification contained in this Section 9(a) shall not apply to amounts paid by the Indemnitee in settlement of any Escrow Agent Losses if such settlement is effected without the consent of the Issuer.

  • Notwithstanding the foregoing, the indemnification contained in this Section 8(a) shall not apply to amounts paid by the Indemnitee in settlement of any Escrow Agent Losses if such settlement is effected without the consent of Parent.


More Definitions of Agent Losses

Agent Losses has the meaning set forth in Section 1.2.4 of this Agreement.
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Agent Losses means losses, costs, damages, expenses, judgments and liabilities of whatever nature (including but not limited to reasonable attorneys’, accountants’ and other professionals’ fees, litigation and court costs and expenses and amounts paid in settlement), directly or indirectly resulting from, arising out of or relating to one or more Agent Claims. Upon the written request of any Agent or any such Agent Indemnified Party, MatrixOne agrees to assume the investigation and defense of any Agent Claim, including the employment of counsel acceptable to the applicable Agent Indemnified Party and the payment of all expenses related thereto and, notwithstanding any such assumption, the Agent Indemnified Party shall have the right, and MatrixOne agrees to pay the cost and expense thereof, to employ separate counsel with respect to any such Agent Claim and participate in the investigation and defense thereof in the event that such Agent Indemnified Party shall have been advised by counsel that there exists a conflict of interest between such Agent Indemnified Party and MatrixOne. MatrixOne hereby agrees that the indemnifications and protections afforded the Agents in this section shall survive the termination of this Agreement.
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Agent Losses has the meaning set forth in Section 10.3(b).
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Agent Losses means losses, costs and expenses and amounts paid in settlement, directly or indirectly resulting from, arising out of or relating to one or more Claims. Upon the written request of the Escrow Agent or any such officer, director, employee or agent (each referred to herein as an “Indemnified Party”) Buyer and/or the Selling Shareholders shall assume the investigation and defense of any Claim, including the employment of counsel reasonably acceptable to the applicable Indemnified Party and the payment of all expenses related thereto and, notwithstanding any such assumption, such Indemnified Party shall have the right, and Buyer and/or the Selling Shareholders shall pay the cost and expense thereof, to employ separate counsel with respect to any such Claim and participate in the investigation and defense thereof in the event that such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or in addition to those available to any Party. Buyer and Selling Shareholders hereby agree that the indemnification and protections afforded the Escrow Agent in this Section 5 shall survive the termination of this Agreement, the resignation or removal of the Escrow Agent pursuant to Section 4.3 hereof or the tender by the Escrow Agent of the Escrow Fund to a court pursuant to Section 4.2 hereof.
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Agent Losses has the meaning set forth in Section 11.1(e) of this Agreement.
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Related to Agent Losses

  • Direct Losses means all damages, losses, liabilities, penalties, fines, assessments, claims, actions, costs, expenses (including the cost of legal or professional services, legal costs being on a substantial indemnity basis), proceedings, demands and charges whether arising under statute, contract or at common law, except Indirect Losses.

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

  • Relevant Losses means, in relation to:

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Funding Losses has the meaning set forth in Section 2.13(b)(ii).

  • Losses shall have the meaning set forth in Section 5(a).

  • Servicer Indemnified Amounts has the meaning set forth in Section 13.02(a).

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Indirect Losses means loss of profits, loss of production, loss of business, loss of business opportunity, or any claim for consequential loss or for indirect loss of any nature;

  • Aggregate Net Losses means, with respect to a Collection Period, an amount equal to the aggregate Principal Balance of all Receivables that became Defaulted Receivables during such Collection Period minus all Net Liquidation Proceeds collected during such Collection Period with respect to all Defaulted Receivables.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Agent Indemnitees means each Agent and its officers, directors, employees, Affiliates, agents and attorneys.

  • Losses and Expenses has the meaning set forth in Section 5.4(a).

  • Liquidating Losses means any net loss realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any event of liquidation of the Partnership), including but not limited to net loss realized in connection with an adjustment to the book value of Partnership assets under Section 6.2 hereof.

  • Extraordinary Losses Any loss incurred on a Mortgage Loan caused by or resulting from an Extraordinary Event.

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.

  • Tax-Related Losses means (i) all federal, state, local and foreign Taxes (including interest and penalties thereon) imposed (or that would be imposed) pursuant to any settlement, Final Determination, judgment or otherwise, (ii) all accounting, legal and other professional fees, and court costs incurred in connection therewith, and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Parent (or any Parent Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in the case of each of clauses (i) through (iii), resulting from the failure of the Internal Distribution, the Contribution or the Distribution to have Tax-Free Status.

  • Net Losses means, for each fiscal year or other period, an amount equal to the Partnership's taxable income or loss for such year or period determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Net Investment Loss With respect to the Certificate Account, the Servicing Accounts or the REO Account or Companion Distribution Account for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount by which the aggregate of all losses, if any, incurred during such period in connection with the investment of funds relating to the Trust Fund held in such account in accordance with Section 3.06, exceeds the aggregate of all interest and other income realized during such period on such funds.

  • Fraud Losses Realized Losses on Mortgage Loans as to which a loss is sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, including a loss by reason of the denial of coverage under any related Primary Insurance Policy because of such fraud, dishonesty or misrepresentation.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.