Buyer Loss definition

Buyer Loss has the meaning specified in Section 6.2.

Buyer Loss has the meaning as specified in § 19.2 (Mark-to-Market Termination Amount); "Calculation Period" means each of:

Buyer Loss shall have the meaning set forth in Section 9.1.

Examples of Buyer Loss in a sentence

• Any written notice will state in reasonable detail the basis for such Buyer Losses to the extent then known by Buyer and the nature of the Buyer Loss for which indemnification is sought, and it may state the amount of the Buyer Loss claimed.

• If a written notice does not state the amount of the Buyer Loss claimed, such omission will not preclude Buyer from recovering from Sellers the amount of the Buyer Loss with respect to the claim described in such notice if any such amount is promptly provided after it is determined.

• Such written notice shall state in reasonable detail the factual basis for such claim to the extent then known by the Indemnified Party and the nature of the Buyer Loss or Seller Loss for which indemnification is sought, and it may state the amount of the Buyer Loss or Seller Loss claimed.

• Each Party hereto shall take all reasonable steps to mitigate its damages (i.e., the Buyer Loss or the Seller Loss, as the case may be) upon and after becoming aware of any event which could reasonably be expected to give rise to any damages.

• Subject to the limitations set forth in this Section 5.2 and Section 5.4, in the event that a Buyer Party suffers, sustains or becomes subject to a Loss indemnifiable under this Section 5.2, and seeks to enforce its rights to indemnification hereunder, such Buyer Party shall proceed directly against each Seller for an amount equal to such Seller’s Pro Rata Share of such Buyer Loss; provided, that no Seller shall have any liability in an amount in excess of such Seller’s Pro Rata Share of such Buyer Loss.

More Definitions of Buyer Loss

Buyer Loss as defined in Section 10.2.

Buyer Loss means (i) a Loss actually incurred by a Buyer Indemnitee (other than as described in clause (ii) of this definition) and (ii) Buyer’s 40% share of a Loss actually incurred by the Company.

Buyer Loss and “Buyer Losses” have the meanings specified in Section 7.1.

Buyer Loss has the meaning as specified in § 19.2 (Mark-to-Market Termination Amount); „Strata Kupującego” ma znaczenie określone w § 19.2 (Kwota Płatna przy Rozwiązaniu wg Cen Rynkowych),

Buyer Loss or "Buyer Losses") sustained or required to be paid by reason of, arising out of or caused by (i) any misrepresentation or Breach of any representation or warranty made by the Selling Stockholders or the Company in this Agreement or any Related Agreement, or (ii) any Breach of or failure to perform any covenant, agreement or obligation of the Selling Stockholders or the Company contained in this Agreement or any Related Agreement, (iii) whether or not disclosed on any Schedule hereto, any income Taxes, imposed by any Taxing authority, with respect to any period ending on or prior to the Closing Date, or allocated to the Selling Stockholders pursuant to Section 15(a) hereof, for which Buyer or any affiliate of Buyer, including the Company, is or becomes liable or which results in a lien on any assets of the Company, whether or not known to Buyer at the Closing (including, without limitation, any income Taxes owed for the Tax periods of the Company ending as of the Closing Date), (iv) whether or not disclosed on any Schedule hereto, any Taxes of the Company of any kind, imposed by any Taxing authority, with respect to any period ending on or prior to the Closing Date for which Buyer or any affiliate of Buyer, including the Company, is or becomes liable or which results in a lien on any asset of the Company, whether or not known to Buyer at Closing, to the extent the amount disclosed to Buyer prior to the Closing Date as the amount properly accrued or accruable for each such Tax item was not adequate to satisfy the actual payment of any such Taxes or to the extent any estimated or periodic payments due on or prior to the Closing Date with respect to any such Taxes is or is later determined not to be sufficiently paid, (v) whether or not disclosed on any Schedule hereto, any audits or examinations, including, without limitation, the reopening of past audits, made in respect of Taxes or Plans relating to any period ending on or prior to the Closing Date or any penalties asserted by, or fees under voluntary compliance programs payable to, the Internal Revenue Service or Department of Labor, including, without limitation, for failure to file Forms 5500 on any due date for such forms occurring prior to the Closing Date, (vi) whether or not disclosed on any Schedule hereto, any off-site disposal of Hazardous Materials, or (vii) the litigation described on Schedule 6.6.

Buyer Loss means any loss, damage, injury, liability, Tax, fine, penalty, cost and expense (including reasonable attorneys' fees and disbursements) incurred or suffered by the Buyers. When calculating the dollar amount of any Buyer Loss, an allowance shall be made for any insurance proceeds or other recovery from third parties received by the Buyers in connection with such Buyer Loss. In addition, the dollar amount of any Buyer Loss shall be calculated net of any United States federal income tax benefit from such Buyer Loss utilized by the Buyers in the taxable year in which such Buyer Loss arises. The amount of any such United States federal income tax benefit shall be equal to the difference between (i) the overall United States federal income tax liability of the Buyers including such Buyer Loss for such taxable year and (ii) the overall United States federal income tax liability of the Buyers excluding such Buyer Loss for such taxable year.

Buyer Loss means a Loss covered under the R&W Insurance Policy to the extent constituting a Loss directly incurred by Buyer (and not incurred by an Xxx Company).