Claims and Damages means any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any Person (including, without limitation, Governmental Authorities), and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties, investigatory expenses, consultants' fees, and reasonable attorneys' fees and costs (including, without limitation, costs incurred in enforcing the applicable indemnity), of every kind and description, contingent or otherwise, incurred by or awarded against a party, provided that "Claims and Damages" shall not include any indirect, consequential, incidental, exemplary or punitive damages or other special damages or lost profits (except to the extent payable to a third party as a result of a third party claim).
Claims and Damages means, except as otherwise expressly provided in this Agreement, any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any Person (including, without limitation, Governmental Authorities), and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including, to the extent required pursuant to Article 8, reasonable attorneys’ fees and costs, incurred by or awarded against a party to the extent indemnified in accordance with Article 8 hereof, but shall not include any consequential, special, multiple, punitive or exemplary damages, except to the extent such damages have been recovered by a third party and are the subject of a third party claim for which indemnification is available under the express terms of Article 8 hereof.
Claims and Damages has the meaning given in Section 8.10.
Examples of Claims and Damages in a sentence
Executive understands and expressly agrees that, unless specifically excluded from this release, this release extends to all Claims and Damages of every nature and kind, known or unknown, suspected or unsuspected, past or present, whether or not these Claims and Damages were set forth in any writing, and that all such Claims and Damages are hereby expressly settled or waived.
The Seller and the Purchaser shall take reasonable actions to mitigate Claims and Damages.
The Indemnified Party shall use reasonable efforts to pursue Reimbursements or Net Proceeds that may reduce or eliminate Claims and Damages and otherwise to mitigate Claims and Damages.
In consideration of the termination of Executive's Employment Agreement and Executive's release and discharge of the Released Parties from all Claims and Damages, the Company shall tender and pay to Executive immediately after the Effective Time, by means of wire transfer of immediately available funds, an amount equal to $1,900,000, and shall forgive and release all of its rights in respect of the indebtedness owed the Company by Executive.
The defense and indemnification obligations accepted by the Developer under this paragraph exist regardless of whether such Claims and Damages are caused or allegedly caused in part by the Indemnitee(s), it being the intent of the parties that the Developer shall indemnify the Indemnitees against the Indemnitees’ own negligence.
More Definitions of Claims and Damages
Claims and Damages means any and all losses, claims, demands, liabilities, obligations, actions, suits, orders or proceedings asserted by any third party, person or entity, including but not limited to Governmental Entities, and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties, investigatory expenses, consultant's fees, and reasonable attorneys' fees and costs (including, without limitation, costs incurred in enforcing the indemnity), incurred by or awarded against a party for which a party is entitled to indemnification hereunder; provided that Claims and Damages shall expressly exclude punitive, exemplary, special or similar losses or damages.
Claims and Damages means all liabilities, claims or causes of action for any type of damage or injury (including personal injury, death and property damage), and any actual damage or injury arising out of or caused by (or alleged to arise out of or be caused by) the use of misuse of the facilities provided at the Club, including, but not limited to, the use and operation of golf carts on or off the facilities provided at the Club, the presence or entry of any person upon or within the facilities provided at the Club or the participation in any contest, game, function, exercise, competition or other activity organized, operated or sponsored by the Club on or off the facilities provided at the Club. Without limiting the generality of the foregoing definition, “Claims and Damages” shall include all claims for damages or injuries (including personal injury, death and property damage) arising out of or alleged to arise out of: (I) Alleged defects or deficiencies in the facilities provided at the Club, including, without limitation, the golf course, practice range, putting green, clubhouse, parking lots, walkways, locker facilities and all other related facilities; (II) The failure or alleged failure of the Club or any Related Parties and/or operator of the facilities provided at the Club to provide reasonably safe facilities; (III) The consequences, whether intended or unintended, reasonably anticipated or not, common or unusual, natural or unnatural, arising from or related to: the use and operation of golf carts on and off public roadways whether or not in transit to or from the facilities provided at the Club; the use of the golf course, practice range, putting green, including the consequences of being struck by errant golf balls.
Claims and Damages means with respect to any releasing Party, all claims, actions, debts, demands, accounts, judgments, rights, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, expenses, compensation, liability, responsibility, causes of action or suits of any kind whatsoever, at law or in equity, in tort or contract, known or unknown, disclosed or undisclosed, past, present or future.
Claims and Damages means, except as otherwise expressly provided in this Agreement (including, without limitation, Section 7(c), any and all losses, claims, demands, liabilities, obligations, actions, suits, orders, statutory or regulatory compliance requirements, or proceedings asserted by any person (including, without limitation, Governmental Authorities), and all damages, costs, expenses, assessments, judgments, recoveries and deficiencies, including interest, penalties, and reasonable attorneys’ fees and costs (including, without limitation, reasonable costs incurred in enforcing the applicable indemnity) incurred by or awarded against a Freshpet Indemnitee or Tyson Indemnitee, as the case may be.
Claims and Damages shall have the meaning specified in Section 7.1 of the Agreement, modified as it relates to Seller Indemnitees in Section 7.2 of the Agreement.
Claims and Damages means all claims, demands, obligations, orders, actions, suits, proceedings, regulatory compliance requirements, and all expenses, losses, assessments, judgments, costs, deficiencies, liabilities, and damages (including reasonable attorneys' fees and court costs and costs incurred in enforcing this indemnity) incurred or suffered by the Purchaser or any of its Affiliates, as a result of or in connection with: (a) any breach of any representation or warranty made by the Sellers or the Owner in or pursuant to this Agreement; (b) any default in the performance of any covenant or agreement made by the Sellers or the Owner in this Agreement; (c) any failure of the Sellers to pay, discharge or perform any liability or obligation relating to the Business, the Sellers or the Acquired Assets, other than the Assumed Liabilities, or any asserted liability resulting from any dispute or claim against Purchaser concerning any of the Excluded Assets; or (d) any matter relating to the Sellers or the operation of the Business prior to the Closing, including, without limitation (1) all liabilities or obligations under any Contract to the extent such performance, satisfaction or compliance is required under the terms thereof on or prior to the Closing, and (2) any disposal by Sellers of waste at any disposal site or other location, regardless of whether such disposal constitutes a breach of Seller's representations hereunder, including without limitation the EWS site located in Saco, Maine. Purchaser shall use reasonable commercial efforts to provide notice of Claims and Damages to Sellers and/or Owner as promptly as practicable; provided, however, that failure to give such notice shall not be deemed a waiver of any of Purchaser's rights hereunder.
Claims and Damages shall have the meaning set forth in Section 4.5 hereof. Closing shall have the meaning set forth in Section 1.6 hereof.