Buyer Indemnifiable Costs definition

Buyer Indemnifiable Costs has the meaning specified in Section 7.1.
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Buyer Indemnifiable Costs means collectively (i) any and all claims, damages, losses, judgments, liabilities, costs and expenses incurred as a result of any Buyer Indemnity Event, including, without limitation, reasonable expenses of investigation and reasonable attorneys’ fees and expenses incurred by a Buyer Indemnified Party in connection with any action, suit or proceeding relating to the remedy of any such breach or the defense of any such claim or action and (ii) all reasonable costs and expenses incurred by or on behalf of Buyer in preserving and enforcing its rights to assert an indemnification claim under Section 8.04. For the avoidance of doubt, Buyer Indemnifiable Costs shall not include Lost Profits.
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Examples of Buyer Indemnifiable Costs in a sentence

  • Buyer Indemnifiable Costs shall be (i) calculated net of actual recoveries received by or on behalf of Buyer or any Buyer Indemnified Party under insurance policies, risk sharing pools or similar arrangements (net of any actual collection costs and recoveries and deductibles) and (ii) reduced by any proceeds received from third parties, through indemnification, counterclaim or otherwise in compensation for the subject matter of an indemnification claim made hereunder.

  • Seller hereby indemnifies and holds each Buyer Indemnified Party harmless from and against any and all Buyer Indemnifiable Costs incurred prior to the Agreement Termination Date, Lost Profits incurred or suffered by any Buyer Indemnified Party arising out of a Buyer Indemnity Event, and any Refund Requests received from Seller.

Related to Buyer Indemnifiable Costs

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

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

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

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

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

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

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

  • Seller Indemnitees has the meaning set forth in Section 8.03.

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

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

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

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

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

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

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

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

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

  • Indemnifiable Expenses Indemnifiable Liabilities" and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

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

  • Indemnifiable Loss means, with respect to any Person, any action, claim, cost, damage, deficiency, diminution in value, disbursement, expense, liability, loss, obligation, penalty, settlement, suit, or tax of any kind or nature, together with all interest, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Person, whether directly or indirectly.

  • Indemnifiable Claim means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

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