Indemnification Losses definition

Indemnification Losses has the meaning set forth in Section 10.1(a). “Indemnified Supplier” has the meaning set forth in Section 10.1(b).

Indemnification Losses has the meaning set forth in Section 9.1(a).

Indemnification Losses have the meaning set forth in Sections 11.2 and 11.3 of this Agreement.

Examples of Indemnification Losses in a sentence

• Any party claiming indemnification hereunder shall give reasonably prompt written notice to the other as soon as practicable after it becomes aware of any condition or event that gives rise to Indemnification Losses for which indemnification is sought under this Section 13, except as otherwise provided in Section 13(c).

• If the amount of claims for Indemnification Losses exceeds the Threshold, then the Indemnified Party entitled to indemnification pursuant to this Section 13 shall be entitled to indemnification for all Indemnification Losses, including the first $1,000,000 of such losses incurred.

• No Indemnified Party shall be entitled to indemnification pursuant to this Section 13 for any Indemnification Losses incurred unless the aggregate amount for which indemnification is sought with respect to the aggregate of all Indemnification Losses is in excess of $1,000,000 (the "Threshold").

• Notwithstanding anything contained herein to the contrary, in no event shall the Indemnification Deductible or the Cap apply to any Indemnification Losses incurred by any Purchaser Indemnitee arising out of any fraud or intentional misrepresentation by any Seller.

• For the avoidance of doubt, the liability of Guarantor resulting from the Full Indemnification Losses under Section 11.2.1 is subject to no limitations except for liabilities arising under Section 11.2.1 (b) which shall be subject only to the limitations set forth in Section 11.4.1 (a).

• Notwithstanding the foregoing, the Basket, Cap and Survival Period shall not apply to claims for any Indemnification Losses other than claims brought pursuant to clauses (i) or (ii) of Section 12.2 or 12.3 (other than breaches of covenants or obligations related to Retained Liabilities, Prorations and Seller’s warranty with respect to brokers in Section 5.1.20, to which the Basket, Cap and Survival Period shall not apply).

• Purchaser shall assume all obligations with respect to the Employees under the HMA Documents, to the extent such obligations arise and accrue from and after the Cut-Off Time, and shall indemnify and hold harmless the Seller Indemnitees against any Indemnification Losses incurred by the Seller Indemnitees with respect to such obligations other than Compensation of Employees which accrued prior to the Cut-Off Time.

• Notwithstanding the foregoing, nothing in this Section 12.9 shall limit or restrict the ability or right of any party hereto to seek injunctive or other equitable relief pursuant to Section 13.12 for any breach or alleged breach of any provision of this Agreement; provided, that any procedures in respect of and limitations on Special Indemnification Losses in this Article XII, to the extent applicable, shall in no event be diminished or circumvented by such relief.

• For the avoidance of doubt, the indemnification obligations relating to Full Indemnification Losses shall survive until the expiration of the applicable statute of limitations.

• Notwithstanding anything to the contrary in this Agreement, Seller shall be not be required to provide indemnification to the Purchaser Indemnitees pursuant to Sections 15.2(i) or (ii) to the extent that the aggregate amount of all Indemnification Losses incurred by the Purchaser Indemnitees for which Purchaser otherwise would be entitled to indemnification does not exceed Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) (the “Indemnification Deductible”).

More Definitions of Indemnification Losses

Indemnification Losses has the meaning given in Section 13.5(a) of this

Indemnification Losses shall have the meaning set forth in Section 6.2(a) hereof.

Indemnification Losses means all losses, claims, demands, causes of action, costs, damages, expenses (including, without limitation, reasonable fees and expenses of attorneys and other advisors and any court costs incurred) or liabilities.

Indemnification Losses means the aggregate amounts paid pursuant to clause second of Section 4.1(a) of this Agreement less the aggregate amounts applied pursuant to clause fifth of Section 4.1(b) of this Agreement.

Indemnification Losses has the meaning given in Section 13.5(a) of this Agreement. Agreement.