Company Damages definition

Company Damages has the meaning set forth in Section 11.3.
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Company Damages means all foreseeable losses, Liabilities, damages, including for lost profits and business interruption, fees, Taxes, interest, penalties, fines, costs and expenses that both (i) arose out of, resulted from or were in connection with the conduct of the Business as of and/or prior to the Closing and (ii) have or represent an adverse effect on the condition (financial or otherwise), assets (including intangible assets), Liabilities, business, prospects, operations or results of operations of the Company (and not of Purchaser, excluding the Company); provided that Company Damages shall not include any such losses, Liabilities, damages, fees, Taxes, interest, penalties, fines, costs and expenses that comprise solely lost value with respect to the Company, including such lost value calculated using any multiple of valuation metrics based upon revenue, operating income, EBITDA, net income or other similar financial performance measures; provided, further, that the limitation set forth in this definition shall not apply in the case of fraud or intentional misrepresentation by or on behalf of the Company, PPS and/or NBT. For the avoidance of doubt, the exclusion of lost value damages shall not limit the recovery of other Indemnifiable Damages to the extent such losses, Liabilities, damages, fees, Taxes, interest, penalties, fines, costs and expenses would otherwise comprise Company Damages.
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Company Damages means any loss or damage of any nature suffered as a result of the breach by Parent or Acquiror of this Agreement or any representation, warranty, covenant or agreement contained in this Agreement.
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Examples of Company Damages in a sentence

  • For the avoidance of doubt, in the event that representations or warranties under the agreements described in clause (ii)(z) of the preceding sentence are made to a Fund Investor and not to the applicable Fund Company, Damages in respect of breaches thereof shall: (i) include Damages resulting from a claim by the Fund Investor, and (ii) be determined as if such representations and warranties were made to the Fund Company as well as the Fund Investor.

  • Failure to provide information and documentation as promptly as practicable as specified in the preceding sentence shall not be deemed a waiver of the Indemnified Party's right to indemnification, but the amount of reimbursement to which the Indemnified Party is entitled shall be reduced by the amount, if any, by which Company Damages or Seller Damages, as the case may be, would have been less had such information and documentation been delivered as promptly as practicable.

  • For purposes of clarification, it is understood and agreed that Buyer Company Damages pursuant to Sections 8.2(a)(ii), (iii), (iv), (v) or (vii) shall be payable from the first dollar and shall not be subject to, nor included in, the Deductible Amount.

  • For the avoidance of doubt, in the event SKT delivers the Termination Fee Notice to Parent and the Termination Fee is paid to SKT or its designee, the maximum aggregate liability of all Buyer Parties for all Company Damages shall be limited to the Termination Fee.

  • For the avoidance of doubt, in the event that representations or warranties described in clause (v) of the preceding sentence are made to a Fund Investor and not to the applicable Fund Company, Damages shall: (i) include Damages resulting from a claim by the Fund Investor, and (ii) be determined as if such representations and warranties were made to the Fund Company as well as the Fund Investor.

  • The Company and its Affiliates shall act in good faith and in a commercially reasonable manner to mitigate any Company Damages they may suffer.

  • As previously mentioned in section 5.1, the EU has tried to show a facade of being impartial before the outbreak but favored Israel due to a stronger, more strategic relationship.

  • Accretive Commerce shall indemnify, defend and hold Company harmless from and against any and all claims, suits, actions, debts, damages, injuries, costs, charges, and expenses finally awarded, including without limitation court costs and reasonable attorneys’ fees (collectively “Company Damages”), which Company may at any time incur to the extent such Company Damages arise out of or relate to Accretive Commerce’s negligence or willful misconduct.

  • The Company Stockholder shall act in good faith and in a commercially reasonable manner to mitigate any Company Damages he may suffer.

  • In no event shall the Company seek, and the Company shall cause its Subsidiaries not to seek, any Company Damages or any other recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against any Buyer Party in excess of the Buyer Liability Limitation from any Buyer Party in connection therewith and the Company, its Affiliates and its Subsidiaries shall be precluded from any other remedy against any Buyer Party at law or in equity or otherwise.


More Definitions of Company Damages

Company Damages shall have the meaning specified in Section 6.3.
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Company Damages means any and all damages, losses, liabilities, obligations, penalties, excise taxes, income taxes, fines, actions, claims, litigation, demands, defenses, judgments, suits, proceedings, equitable relief, costs, sums paid in settlement of the foregoing, disbursements or expenses (including, without limitation, attorneys' and experts' fees and disbursements) of any kind or of any nature whatsoever (whether based in common law, statute or contract; fixed or contingent; known or unknown) suffered or incurred by the Company, its officers, directors, employees, affiliates, successors or assigns (including the Liquidating Trust) resulting from or arising in connection with: (i) any misrepresentation by MSCMG contained in or made pursuant to this Merger Agreement or in any certificate, instrument or agreement delivered to the Company pursuant to or in connection with this Merger Agreement; (ii) any breach of warranty or any default in the performance of any covenant or obligation of MSCMG under or in connection with this Merger Agreement; and (iii) any Taxes for which the Surviving Corporation is liable under Section 6.11(e); (c) Company Damages shall only include actual liability or cost incurred and paid by the Company (or the Liquidating Trust as the successor in interest thereto) to a third party, and shall not include any claim for any diminution in the value of any assets of the Company or the Liquidating Trust, or any other damages, direct or indirect, other than in an actual cost or expense paid by the Company (or the Liquidating Trust as the successor in interest thereto) to a third party. Notwithstanding anything in this Agreement, under law or otherwise, the maximum liability of MSCMG (through the Surviving Corporation) to the Company (or the Liquidating Trust as the successor in interest thereto) for Company Damages shall be limited as follows: (i) MSCMG shall not be liable for more than an amount equal to $1,000,000 in the aggregate for all claims for such Company Damages; and (ii) the obligation of MSCMG (through the Surviving Corporation) to indemnify the Company for, and to hold the Company harmless from, Company Damages shall survive the Effective Time of the Merger until the first anniversary date of the Effective Time of the Merger, and no claim with respect to such Company Damages under this Section 11.2 shall be valid unless asserted in writing prior to the expiration of such period, specifying in reasonable detail the basis for such Company D...
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Company Damages means any and all damages, losses, liabilities, obligations, penalties, excise taxes, income taxes, fines, actions, claims, litigation, demands, defenses, judgments, suits, proceedings, equitable relief, costs, sums paid in settlement of the foregoing, disbursements or expenses (including, without limitation, attorneys' and experts' fees and disbursements) of any kind or of any nature whatsoever (whether based in common law, statute or contract; fixed or contingent; known or unknown) suffered or incurred by the Company, its officers, directors, employees, affiliates, successors or assigns (including the Liquidating Trust) resulting from or arising in connection with:
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Related to Company Damages

  • Delay Damages means the damages assessed pursuant to Section 3.2(a) hereof.

  • Economic damages means objectively verifiable monetary losses, including medical expenses, loss of earnings, burial costs, loss of use of property, cost of replacement or repair, cost of obtaining substitute domestic services, loss of employment, and loss of business or employment opportunities.

  • Compensatory Damages are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty, nor fixed in amount by statute.

  • Special Damages has the meaning specified in Section 11.21.

  • Punitive Damages are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute.

  • Environmental Damages means all liabilities (including strict liability), losses, damages (excluding consequential, special, exemplary or punitive damages except to the extent such damages were imposed upon an Indemnitee as a result of any claims made against such Indemnitee by a governmental entity or any other third party), judgments, penalties, fines, costs and expenses (including fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, at law or in equity, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, made, incurred, suffered, brought, or imposed at any time and from time to time, whether before or after the Release Date and arising in whole or in part from:

  • Damages means any loss, claim, damage, liability, costs and expenses (including, without limitation, reasonable attorney's fees and disbursements and costs and expenses of expert witnesses and investigation).

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Consequential Damages means Losses claimed to have resulted from any indirect, incidental, reliance, special, consequential, punitive, exemplary, multiple or any other Loss, including damages claimed to have resulted from harm to business, loss of anticipated revenues, savings, or profits, or other economic Loss claimed to have been suffered not measured by the prevailing Party’s actual damages, and any other damages typically considered consequential damages under Applicable Law, regardless of whether the Parties knew or had been advised of the possibility that such damages could result in connection with or arising from anything said, omitted, or done hereunder or related hereto, including willful acts or omissions.

  • Daily Delay Damages means with respect to a Guaranteed Project Milestone, an amount equal to (a) the Project Development Security Amount posted as of the first date that Daily Delay Damages are payable under this Agreement with respect to such Guaranteed Project Milestone, divided by (b) 120.

  • Direct Damage has the meaning given to it in clause 26.2;

  • Actual Damages has the meaning set forth in Section 12.4(C).

  • Loss or Damage means any loss or damage to the Vehicle, including that caused by theft of the Vehicle or by adverse weather events, that requires repair or replacement including the loss of use of the Vehicle (demurrage), legal expenses, assessment fees, towing and recovery costs, storage, service charges and any appraisal fees of the Vehicle;

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Property damage means physical injury to, destruction of, or loss of use of tangible property.

  • Indemnified Damages shall have the meaning assigned to such term in Section 6(a).

  • Consequential Loss means indirect or consequential loss or damage such as, but not limited to, loss of contract, bargain, expectation, opportunity, profit, production, revenue, anticipated cost reduction or interest payable howsoever caused, arising out of or in connection with this Contract.

  • Noneconomic damages ’ means damages for phys-

  • Cover Damages means, with respect to any Delivery Failure, an amount equal to (a) the positive net amount, if, any, by which the Replacement Price exceeds the applicable Price that would have been paid pursuant to Section 5.1 hereof, multiplied by the quantity of that Delivery Failure, plus (b) any applicable penalties and other costs assessed by ISO-NE or any other Person against Buyer as a result of Seller’s failure to deliver such Products in accordance with the terms of this Agreement. Buyer shall provide a statement for the applicable period explaining in reasonable detail the calculation of any Cover Damages.

  • Catastrophic Damage as used hereunder is major change or damage to In- cluded Timber on Sale Area, to Sale Area, to access to Sale Area, or a combination thereof:

  • Environmental Damage means any material injury or damage to persons, living organisms or property or any material pollution or impairment of the environment resulting from the discharge, emission, escape or migration of any substance, energy, noise or vibration;

  • Resale Damages means, with respect to any Rejected Purchase, an amount equal to (a) the positive net amount, if any, by which the applicable Price that would have been paid pursuant to Section 5.1 hereof for such Rejected Purchase, had it been accepted, exceeds the Resale Price multiplied by the quantity of that Rejected Purchase, plus (b) any applicable penalties assessed by ISO-NE or any other Person against Seller as a result of Buyer’s failure to accept such Products. Seller shall provide a written statement explaining in reasonable detail the calculation of any Resale Damages.

  • Accidental Damage means physical damage, breakage or failure of Your Covered Equipment due to an unforeseen and unintentional event occurring either due to handling (e.g., dropping the Covered Equipment or through liquid contact) or due to an external event (e.g., extreme environmental or atmospheric conditions). The damage must affect the functionality of Your Covered Equipment, which includes cracks to the display screen that affect the visibility of the display.

  • Severe property damage means substantial physical damage to property, damage to the treatment facilities which would cause them to become inoperable, or substantial and permanent loss of natural resources which can reasonably be expected to occur in the absence of a bypass. Severe property damage does not mean economic loss caused by delays in production.

  • Physical Damage means tangible damage to a Property that materially adversely affects the use, marketability, or value of the Property, whether caused by accident or otherwise, including, but not limited to damage caused by reason of fire, destruction of tangible property, defects in construction, land subsidence, earth movement or slippage, flood, earthquake, war, civil insurrection, or riot; and further, Physical Damage includes Environmental Impairment and the destruction or removal of chattel items that are considered part of the Property (see Section I., KK., [Property]) For purposes of this definition "material" shall mean an amount equal to or greater than $1,500.00 such that the estimated cost to repair a Property is $1,500.00 or more before the exclusion set forth in Section III., G., (Physical Damage Exclusion) would apply to exclude coverage for a Loan. The presence of radon gas, lead paint or asbestos in the dwelling on the Property shall not be deemed to be Physical Damage.

  • Rejection Damages Claim means any Claim on account of the rejection of an Executory Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code or the repudiation of such contract.