Indemnifiable Damages definition

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

Indemnifiable Damages has the meaning set forth in Section 8.03.

Indemnifiable Damages means any and all liabilities in respect of suits, proceedings, demands, judgments, damages, expenses and costs (including, without limitation, reasonable counsel fees and costs and expenses) incurred in the investigation, defense or settlement of any claims covered by the indemnification set forth in this Agreement.

Examples of Indemnifiable Damages in a sentence

• The Basket shall not apply to any other Indemnifiable Damages or claims therefor.

• Notwithstanding anything to the contrary contained herein, the Claims Period for claims for Indemnifiable Damages arising out of, resulting from or in connection with fraud, intentional misrepresentation or willful misconduct shall not be limited.

• Neither Seller, Parent nor the Buyer, shall be liable for any Indemnifiable Damages in respect of any liability or Indemnifiable Damage which is contingent unless and until such contingent liability or Indemnifiable Damage becomes an actual liability or loss and is due and payable.

• The Company shall have the right, in addition to any other rights or remedies, to offset the amount of any Indemnifiable Damages for which a Member is responsible against any Capital Account balance of such Member or any amounts owed or distributable by the Company to such Member under this Agreement.

• Subject to the foregoing, in connection with any Indemnifiable Damages arising out of Section 8.2, other than fraud or intentional misrepresentation, the maximum liability of the Seller, on the one hand, or Parent and the Buyer, on the other hand, shall not exceed the Purchase Price.

More Definitions of Indemnifiable Damages

Indemnifiable Damages defined in Section 8.1 (a).

Indemnifiable Damages of Buyer means the aggregate of all Damages incurred or suffered by Buyer resulting from:

Indemnifiable Damages means Buyer Indemnifiable Damages or Seller Indemnifiable Damages, as the context requires, the term "Indemnified Party" means Buyer Indemnified Parties or Seller Indemnified Parties, as the context requires, and the term "Indemnifying Party" means the party (Buyer, on the one hand, or Seller, on the other hand) against whom a claim for Indemnifiable Damages is to be made.

Indemnifiable Damages means any and all liabilities, losses (including diminution in value), claims, judgments, damages, fines, penalties, environmental response costs, natural resource damages, expenses and costs (including reasonable counsel fees and costs and expenses incurred in connection with any claim for indemnification under Section 10.2), together with interest thereon from the date such damages are incurred at an interest rate equal to the prime rate in effect on the Closing Date as reported in the national edition of The Wall Street Journal and as revised on each anniversary of the Closing Date by reference to the prime rate reported in the national edition of The Wall Street Journal for such anniversary date or, if the anniversary date falls on a Saturday, Sunday or other day on which The Wall Street Journal is not published, the next day on which The Wall Street Journal is published.

Indemnifiable Damages means any and all liabilities, losses, claims, judgments, damages, fines, penalties, environmental response costs, natural resource damages, expenses and costs (including reasonable counsel fees and costs and expenses incurred in connection therewith), together with interest thereon from the date such damages are incurred at an interest rate equal to the prime rate in effect on the Closing Date as reported in the national edition of The Wall Street Journal and as revised on each anniversary of the Closing Date by reference to the prime rate reported in the national edition of The Wall Street Journal for such anniversary date or, if the anniversary date falls on a day on which The Wall Street Journal is not published or on which The Wall Street Journal is published but the prime rate is not reported therein, the next day on which The Wall Street Journal is published and the prime rate is reported therein.

Indemnifiable Damages means, without duplication, the aggregate of all actual expenses, losses, costs, deficiencies, liabilities and damages (including reasonable related counsel and paralegal fees and expenses) incurred or suffered by Group 1, on a pre-tax consolidated basis to the extent (i) resulting from any breach of a representation or warranty made by the Company or such Stockholder in or pursuant to this Agreement, (ii) resulting from any breach of the covenants or agreements made by the Company or such Stockholder pursuant to this Agreement, or (iii) resulting from any inaccuracy in any certificate delivered by the Company or any of the Stockholders pursuant to this Agreement; provided, however, that "Indemnifiable Damages" shall not include any damages arising from the employment agreements executed pursuant to Section 6.15, the lease agreements executed pursuant to Section 6.14 and the non- competition provisions of Section 10.4.

Indemnifiable Damages of Buyer means the aggregate of any and all damage, loss, deficiency, liability, expense (including, but not limited to, any reasonable attorney's fees, expert witness fees, court costs and expenses), action, suit, proceedings, demand, settlement, assessment or judgment to or against Buyer arising out of or in connection with: