Buyer Indemnified Representation Costs means any and all Damages that any of the Buyer Indemnified Parties incurs and that arise out of any breach or default by Seller of any of the representations or warranties under this Agreement.

Buyer Indemnified Representation Costs means any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable legal fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Buyer Indemnified Parties incurs and (a) that arise out of any breach or default by any Selling Stockholder of any of the representations or warranties under this Agreement or any agreement or document executed in connection herewith and (b) are not Buyer Indemnified Certificate Costs.

Buyer Indemnified Representation Costs means any and all Damages that any of the Buyer Indemnified Parties incurs and

Examples of Buyer Indemnified Representation Costs in a sentence

Subject to Section 12.17 hereof, a Buyer Indemnified Party shall be entitled to payment only out of the Holdback Amount pursuant to the terms of this Article XI and the Indemnification Escrow Agreement for all amounts due to a Buyer Indemnified Party with respect to any claim by a Buyer Indemnified Party against Seller for Buyer Indemnified Representation Costs payable under this Article XI.
Subject to Section 12.17 hereof, a Buyer Indemnified Party shall be entitled to payment only out of the Holdback Amount pursuant to the terms of this Article XI and the Indemnification Escrow Agreement for all amounts due to a Buyer Indemnified Party with respect to any claim by a Buyer Indemnified Party against any member of the Selling Group for Buyer Indemnified Representation Costs payable under this Article XI.
A Buyer Indemnified Party shall be entitled to payment only out of the Indemnification Holdback Amount pursuant to the terms of this Article 11 and the Closing Escrow Agreement for all amounts due to a Buyer Indemnified Party with respect to any claim by a Buyer Indemnified Party against Seller for Buyer Indemnified Representation Costs payable under this Article 11, except that this limitation shall not apply to claims for fraud pursuant to Section 12.17.
No Indemnifying Party shall be required to indemnify an Indemnified Party for Buyer Indemnified Representation Costs or REIT Indemnified Representation Costs, as the case may be ("Indemnified Representation Costs"), unless and until the aggregate amount of such Indemnified Representation Costs for which the Indemnified Party is otherwise entitled to indemnification pursuant to this Article 8 exceeds $400,000 (the "Minimum Loss").

More Definitions of Buyer Indemnified Representation Costs

Buyer Indemnified Representation Costs means any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable legal fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Buyer Indemnified Parties incurs in connection with, relating to or arising out of the transactions contemplated hereby and that arise out of any breach or default by the REIT of any of the representations or warranties of the REIT under this Agreement or any agreement or document executed in connection herewith.

Buyer Indemnified Representation Costs means (i) any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Buyer Indemnified Parties incurs and that arise out of any breach or default by Seller of any of the representations or warranties under this Agreement, (ii) any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Buyer Indemnified Parties incurs resulting from the Excluded Liabilities described in subsection (iv) of the definition thereof and (iii) if the Closing occurs, Buyer Indemnified Covenant Costs arising from a breach by Seller of any covenant or agreement to have been performed or complied with by Seller prior to Closing.

Related to Buyer Indemnified Representation Costs

Seller Indemnified Parties has the meaning set forth in Section 8.1.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
indemnified representative means any and all directors and officers of the corporation and any other person designated as an indemnified representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);
Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Buyer Indemnitees has the meaning set forth in Section 8.02.
Seller Indemnitees has the meaning set forth in Section 8.03.
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Company Indemnified Persons has the meaning set forth in Section 5(a).
Purchaser Indemnitees has the meaning set forth in Section 7.02.
Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.
Excluded Representations has the meaning set forth in Section 7.3(a).
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.
Seller Indemnitee has the meaning set forth in Section 9.2(b).
Buyer Indemnitee has the meaning set forth in Section 8.1(b).
Holder Indemnified Parties has the meaning set forth in Section 7(a).
Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.
Indemnified Parties has the meaning set forth in Section 8.2.

Buyer Indemnified Representation Costs definition

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