Indemnifiable Claims definition

Indemnifiable Claims means, with respect to the indemnification obligations of the Seller, a Purchaser Indemnifiable Claim, and with respect to the indemnification obligations of the Purchaser, a Seller Indemnifiable Claim.

Indemnifiable Claims when used in, and for purposes of, Article 8 hereof means and includes any and all direct Damages and all expenses (including, without limitation, reasonable legal and expert fees and expenses).

Indemnifiable Claims has the meaning ascribed to such term in Section 0.

Examples of Indemnifiable Claims in a sentence

• Except for the Basket and the Eligible Claim Threshold, there shall be no cap or limit on the dollar amount of any Losses for Indemnifiable Claims.

• Licensee agrees to indemnify SUDS from any damages, awards, attorneys’ fees, and costs awarded against or incurred by SUDS in connection with any such Indemnifiable Claims.

• The Retention for Indemnifiable Claims set forth in Item 3(a) of the Declarations for this coverage section shall apply to Compliance Fees covered under Insuring Clause 2.

• Subject to Article 10.7, the Purchaser shall deposit an amount equal to the Escrow Amount into the Escrow Account as security for any Seller Indemnifiable Claims in accordance with the Escrow Agreement.

• The Purchaser shall utilize or exhaust in full the Escrow Amount before proceeding against the Seller with respect to any Seller Indemnifiable Claims.

More Definitions of Indemnifiable Claims

Indemnifiable Claims means the matters with respect to which ADP is entitled to indemnification under (S)7.2(a).

Indemnifiable Claims has the meaning set forth in Section 5.4(a).

Indemnifiable Claims shall have the meaning set forth in Section 11.4(a).

Indemnifiable Claims shall have the meaning set forth in Section 2.6(a).

Indemnifiable Claims means all Actions, known or unknown, pending or threatened at any time (whether before, on or after the Closing Date), to the extent relating to Intasco, Intasco USA and/or the conduct of the Business prior to the Closing.

Indemnifiable Claims means Purchaser Indemnifiable Claims when applied to Section 9.01 hereof and Seller Indemnifiable Claims when applied to Section 9.02 hereof; and the term “Misrepresentations” shall mean Seller Misrepresentations when applied to Section 9.01 hereof and Purchaser Misrepresentations when applied to Section 9.02 hereof.

Indemnifiable Claims has the meaning assigned in SECTION 8.3.