Indemnifiable Losses definition
Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.
Indemnifiable Losses means any and all losses, liabilities, claims, damages, demands, costs or expenses (including, without limitation, reasonable attorneys' fees and any and all out-of-pocket expenses) reasonably incurred in investigating, preparing for or defending against any Actions or potential Actions or in settling any Action or potential Action or in satisfying any judgment, fine or penalty rendered in or resulting from any Action.
Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim; provided, however, that Indemnifiable Losses shall not include Losses incurred by Indemnitee in respect of any Indemnifiable Claim (or any matter or issue therein) as to which Indemnitee shall have been adjudged liable to the Company, unless and only to the extent that the Delaware Court of Chancery or the court in which such Indemnifiable Claim was brought shall have determined upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as the court shall deem proper.
Examples of Indemnifiable Losses in a sentence
For the avoidance of doubt, if a Third-Party Claim simultaneously names the Seller and/or the Purchaser or/and the Purchaser’s Affiliates as defendants/respondents, the Parties shall jointly negotiate to handle the relevant matters involved in the Third-Party Claim, and shall cooperate in all reasonable aspects to defend against the Third-Party Claim in order to mitigate the Indemnifiable Losses.
If the Purchaser fails to use commercially reasonable efforts to mitigate Indemnifiable Losses, and such failure results in the Seller incurring or increasing its indemnification obligations, then the Seller shall have no obligation to indemnify the Purchaser for such portion of the Indemnified Losses.
Upon becoming aware of any event that would reasonably be expected to give rise to Indemnifiable Losses, the Purchaser shall take all reasonable measures to mitigate such Indemnifiable Losses.
More Definitions of Indemnifiable Losses
Indemnifiable Losses has the meaning set forth in Section 11.1.
Indemnifiable Losses means any damages, claims, losses, liabilities, obligations, fines, penalties, costs and expenses, including reasonable legal, accounting and other expenses, and the costs and expenses of any actions, suits, proceedings, demands (by any Person, including any Governmental Authority), assessments, judgments, settlements and compromises.
Indemnifiable Losses means any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder), excluding special, consequential, indirect and punitive damages (other than special, consequential, indirect and/or punitive damages awarded to any third party against an Indemnitee) and Taxes and any other amounts payable pursuant to the Tax Sharing Agreement.
Indemnifiable Losses has the meaning set forth in Section 7.2(c).
Indemnifiable Losses means the aggregate of Losses and Litigation Expenses.
Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim; provided, however, that Indemnifiable Losses shall not include Losses incurred by Indemnitee in respect of any Indemnifiable Claim (or any matter or issue therein) as to which Indemnitee shall have been adjudged liable to the Company, unless and only to the extent that a court of competent jurisdiction in which such Indemnifiable Claim was brought shall have determined upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as the court shall deem proper.
Indemnifiable Losses means all out-of-pocket Liabilities suffered or incurred by an Indemnitee, including any reasonable fees, costs or expenses of enforcing any indemnity hereunder; provided that “Indemnifiable Losses” shall not include any Special Damages except if and to the extent awarded in an Action involving a Third Party Claim against such Indemnitee.