Buyer Indemnified Loss definition

Buyer Indemnified Loss has the meaning Section 8.2 specifies.

Buyer Indemnified Loss all Buyer Indemnified Structure Losses, Buyer Indemnified Non Structure Losses, Buyer Indemnified Covenant Losses and Preclosing Lateral Losses.

Buyer Indemnified Loss. Any loss, damage, or expense (including reasonable attorneys' fees) sustained by Buyer, or MATEP LLC arising out of or resulting from any inaccuracy in or breach of any of the representations, warranties or covenants made by Harvard, MATEP or CMC in this Agreement; provided, that "Buyer Indemnified Loss" shall not include any amounts payable to Buyer under Section 4.7.5, 4.7.6, or 4.7.9 hereof.

Examples of Buyer Indemnified Loss in a sentence

• Notwithstanding the provisions of this Article VIII, the Shareholders shall not be required to indemnify or hold harmless Buyer on account of any Buyer Indemnified Loss under Section 8.01, unless the liability of the Shareholders in respect of that Buyer Indemnified Loss, when aggregated with the liability of the Shareholders in respect of all Buyer Indemnified Losses under Section 8.01 exceeds $25,000.00.

• Solely for purposes of determining whether the Buyer Indemnified Losses exceed the Three Million Dollar Basket and for determining whether the Aggregate Indemnity Cap has been reached, the term Buyer Indemnified Loss shall include any amounts payable to the Buyer Parties collectively pursuant to Article 8.

• Buyer Indemnified Loss: all Buyer Indemnified Structure Losses, Buyer Indemnified Non Structure Losses, Buyer Indemnified Covenant Losses and Preclosing Lateral Losses.

• Buyer shall promptly notify Seller of any Buyer Indemnified Loss that is not indemnifiable due to the fact that the aggregate Buyer Indemnified Losses do not, at the time of such notice, exceed the Basket.

• In addition, to the extent not taken into account in the foregoing subsection (ii), Buyer shall pay to Sellers the amount of any net cash Tax benefit (including a reduction of Taxes or a credit arising from the overpayment of Taxes against Taxes due and payable) that is actually realized by Buyer or the Company and that arises with respect to a Buyer Indemnified Loss for which a payment is made pursuant to Section 5.1.

• The obligation of the Sellers to indemnify Buyer for a Buyer Indemnified Loss under SECTION 12.02(A) shall expire in accordance with the expiration of the specific warranty as set forth in SECTION 12.02(A) and SECTION 12.02(H) shall expire on the third (3rd) anniversary of the date of the Closing.

• Notwithstanding the provisions of this ARTICLE XII, the Sellers shall not be required to indemnify or hold harmless Buyer on account of any Buyer Indemnified Loss under SECTION 12.02(A), unless the liability of the Sellers in respect of that Buyer Indemnified Loss, when aggregated with the liability of the Sellers in respect of all Buyer Indemnified Losses under SECTION 12.02(A) and SECTION 12.02(H), exceeds $300,000.

• In computing the amount of any Buyer Indemnified Loss or any Seller Indemnified Loss, such Buyer Indemnified Loss or Seller Indemnified Loss shall be deemed to be net of (i) any specific accruals or reserves in the Financial Information and any insurance proceeds, indemnity, contribution or other similar payment paid by a third party and actually received with respect thereto and (ii) any net Tax benefits actually realized by the Indemnified Party before the payment of the indemnification claim.

More Definitions of Buyer Indemnified Loss

Buyer Indemnified Loss is defined in Section 11.1.

Buyer Indemnified Loss has the meaning set forth in Section 6.02.