Buyer Incurred Damages definition

Buyer Incurred Damages. As defined in Section 6.1(a).
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Buyer Incurred Damages shall have the meaning set out in Article 5.1(a).
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Buyer Incurred Damages. As defined in Section 6.1(a). "Buyer's Clinical Nutrition Business" The business conducted by the Buyer and its Affiliates (including by using assets, properties and rights used by the relevant business unit(s) of the Buyer and its Affiliates) of developing, manufacturing, marketing, distributing and selling enteral nutrition products (including both branded and unbranded products and also tube feed and sip feed products) and clinical oral nutrition products (including both branded and unbranded products and includes all packaging types), in both the institutional and retail channels, and medical devices related to enteral nutrition. "Cash Pooling Loans" As defined in Section 2.4. "Closing" As defined in Section 9.1. "Closing Date" As defined in Section 9.1. "Closing Date Net Debt" As defined in Section 2.3(d). "Closing Date Working Capital" As defined in Section 2.3(d). "Code" The United States Internal Revenue Code of 1986, as amended. "Commissioner" As defined in Section 8.1(a). "Companies" As defined in the Preamble, including from after the consummation of the relevant Spin-Offs, Nutrition Canada, Nutrition Italy and Nutrition Brazil. "Companies' Intellectual Property" As defined in Section 4.20(a). "Companies' Know-How" All Know-How owned by the Companies. "Competition Act" As defined in Section 4.19. "Confidentiality Agreement" As defined in Section 10.1. "Contest" As defined in Section 6.8(b). "Corporate Balance Sheet Items" As defined in Section 4.6(a). "Current Assets" The aggregate amount in US dollars of current assets included in accordance with the Accounting Principles consistently applied in the line items specified under the caption "Assets" in Schedule 1(a)(vii), to the extent not included in the calculation of the Net Debt Position.
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Examples of Buyer Incurred Damages in a sentence

  • The Buyer will use, and will cause each Company to use, commercially reasonable efforts to mitigate any such Buyer Incurred Damages.

  • The Buyer will use, and after the Second Stage Closing Date will also use its reasonable efforts to cause the Company and its Subsidiaries to use, commercially reasonable efforts to mitigate any such Buyer Incurred Damages (recognizing that prior to the Second Stage Closing Date the Buyer may have limited ability to mitigate damages given its status as a minority shareholder).

  • Notwithstanding anything in this Agreement to the contrary, the Seller’s liability for indemnification under this Section 6.1 will not exceed 30% of the Purchase Price; provided that the foregoing limitation shall not apply to any Buyer Incurred Damages arising from a breach of the representations and warranties set forth in Sections 4.1, 4.2, 4.3 and 4.4.

  • The Buyer's failure to give proper and timely notice shall only relieve the Seller from any liability that the Seller has to the Buyer if and to the extent that the Seller has been prejudiced by such failure, in particular if the Buyer Incurred Damages have increased as a result of such failure.

  • If the Seller reimburses the Buyer or any of its Affiliates for Buyer Incurred Damages and the Buyer or any of its Affiliates subsequently actually incurs a Tax Cost, the Seller will promptly pay the Buyer the amount of such Tax Cost.

  • The Seller's liability for indemnification under this Article 5.1(a)(i) (other than in case of breach of any Fundamental Representations and Warranties) shall apply only to Buyer Incurred Damages that individually exceed CHF 20,000 (the "De Minimis").


More Definitions of Buyer Incurred Damages

Buyer Incurred Damages has the meaning set forth in Section 10.01.
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Related to Buyer Incurred Damages

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Indemnified Damages shall have the meaning assigned to such term in Section 6(a).

  • Liquidated Damages means all liquidated damages then owing pursuant to Section 5 of the Registration Rights Agreement.

  • Delay Liquidated Damages has the meaning set forth in Section 13.1.

  • SPECIAL LIQUIDATED DAMAGES means the amount payable by the Transport Supplier in case of default arising out of Non-availability of vehicle(s)/crew when the Company's operations are normal and also Non-availability of services due to unauthorized / lightening strike by Transport Supplier or his/her crew for any reason whatsoever. The period of non-availability of services will be treated as shutdown and shall attract Special Liquidated damage at the rate of twice the pro- rata fixed charge per day. Special L.D. shall be levied irrespective of whether such default resulted in a shutdown for the whole day or part thereof.

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

  • Cover Damages means, with respect to any Delivery Failure, an amount equal to (a) the positive net amount, if, any, by which the Replacement Price exceeds the applicable Price that would have been paid pursuant to Section 5.1 hereof, multiplied by the quantity of that Delivery Failure, plus (b) any applicable penalties and other costs assessed by ISO-NE or any other Person against Buyer as a result of Seller’s failure to deliver such Products in accordance with the terms of this Agreement. Buyer shall provide a statement for the applicable period explaining in reasonable detail the calculation of any Cover Damages.

  • Economic damages means objectively verifiable monetary losses, including medical expenses, loss of earnings, burial costs, loss of use of property, cost of replacement or repair, cost of obtaining substitute domestic services, loss of employment, and loss of business or employment opportunities.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

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

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

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

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Daily Delay Damages means with respect to a Guaranteed Project Milestone, an amount equal to (a) the Project Development Security Amount posted as of the first date that Daily Delay Damages are payable under this Agreement with respect to such Guaranteed Project Milestone, divided by (b) 120.

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

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

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

  • Liquidated Damages Amount has the meaning set forth in Section 2(e) hereof.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Delay Damages means the damages assessed pursuant to Section 3.2(a) hereof.

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