Buyer Indemnifiable Damages definition

Buyer Indemnifiable Damages defined in Section 9.1(a).

Buyer Indemnifiable Damages means, without limitation, the aggregate of all expenses, losses, costs, claims, diminution in value, deficiencies, liabilities and damages (including, without limitation as to type of expense, related reasonable counsel and paralegal fees and expenses) incurred or suffered by Buyer, to the extent:

Buyer Indemnifiable Damages shall have the meaning set forth in Section 12.1(a) hereof.

Examples of Buyer Indemnifiable Damages in a sentence

• Suncoast and Shareholder each agrees to indemnify, defend and hold Buyer harmless from and against the aggregate of all Buyer Indemnifiable Damages (as defined below); provided, however, that the aggregate indemnification liability of Suncoast and Shareholder collectively shall not exceed the Purchase Price (plus any costs of collection).

• No claim for the recovery of any Buyer Indemnifiable Damages or Sellers Indemnifiable Damages with respect to the representations and warranties in this Agreement may be asserted by any of the parties after such representations and warranties shall expire in accordance with the terms of this Agreement; PROVIDED, HOWEVER, that claims for Buyer Indemnifiable Damages or Sellers Indemnifiable Damages first asserted within the applicable period shall not thereafter be barred.

• Notwithstanding the foregoing provisions, no claim for Buyer Indemnifiable Damages shall be asserted by the Buyer Indemnified Parties until the aggregate of all Buyer Indemnifiable Damages exceeds US$25,000.00 (the "Buyer Indemnification Threshold"), at which time the Buyer Indemnified Parties may assert claims for the full amount of Buyer Indemnified Damages.

• Without limiting the generality of the foregoing with respect to the measurement of Buyer Indemnifiable Damages, Buyer shall have the right to be put in the same pre-tax consolidated financial position as it would have been in had each of the representations and warranties of Seller hereunder been true and correct and had the agreements and covenants of Seller been performed in full.

• Any Buyer Indemnifiable Damages, subject to the foregoing indemnification rights of Buyer, may at Sellers' option be paid to such Buyer Indemnified Party by delivery of all or a portion of Buyer Shares.

• Notwithstanding the foregoing, the aggregate amount payable by Buyer with respect to Buyer Indemnifiable Damages shall in no event exceed Three Hundred Thousand Dollars ($300,000).

• Notwithstanding anything to the contrary set forth herein, the total Buyer Indemnifiable Damages for which Seller shall be collectively liable hereunder shall not exceed an amount equal to the Purchase Price (the "Buyer Indemnification Cap").

• No claim for the recovery of Buyer Indemnifiable Damages may be asserted by Buyer after such representations and warranties shall thus expire; provided, however, that claims for Buyer Indemnifiable Damages first asserted within the applicable period shall not thereafter be barred.

• Further, Seller shall not be liable under this Article 8 for any Buyer Indemnifiable Damages based upon or arising out of any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement if Buyer had knowledge of such inaccuracy or breach prior to the Closing.

• ADD and Shareholders each agrees to indemnify, defend and hold Buyer harmless from and against the aggregate of all Buyer Indemnifiable Damages (as defined below); provided, however, that the aggregate indemnification liability of ADD and Shareholders collectively shall not exceed the Purchase Price (plus any costs of collection).

More Definitions of Buyer Indemnifiable Damages

Buyer Indemnifiable Damages means, without duplication, the aggregate of all expenses, losses, costs, claims, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by Buyer, to the extent: (i) resulting from any breach of a representation or warranty made by any of the Companies or the Shareholder in or pursuant to this Agreement; (ii) resulting from any breach of the covenants or agreements made by any of the Companies or the Shareholder pursuant to this Agreement; (iii) resulting from any inaccuracy in any certificate or environmental report (except those listed in Scheduled 4.27) delivered by any of the Companies or the Shareholder pursuant to this Agreement; (iv) resulting from any Excluded Liabilities; (v) resulting from any remediation, cleanup or other actions required by this Agreement to be taken by the Companies or the Shareholder that may be taken to ensure that the Owned Premises are in compliance with all Environmental, Health and Safety Laws (the "CLEANUP LIABILITY"); (vi) resulting from any default or failure to pay by the account debtors with respect to any of the Receivables identified on Schedule 4.21; or (vii) resulting from any fact, condition, event, act, omission or other matter whose occurrence or failure to occur would have constituted a breach of a representation or warranty made by any of the Companies or the Shareholder in or pursuant to this Agreement were not that representation or warranty qualified by the words "to the best knowledge of the Companies and/or the Shareholder" or other words of similar import.

Buyer Indemnifiable Damages has the definition provided in Section5.01(a).