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).
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Indemnification Losses has the meaning set forth in Section 9.1(a).
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Indemnification Losses have the meaning set forth in Sections 11.2 and 11.3 of this Agreement.
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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).

  • 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").

  • 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.

  • 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, "gross negligence," as used in this Article 16, includes repeated acts of the same or similar negligence for which Bank has received notice from EFS identifying the existence of the negligence and a reasonable remediable action plan, and Bank has failed to implement such remedial action plan within a reasonable period of time to avoid further Indemnification Losses.

  • Stirling acknowledges and agrees that it is subject to a common law duty to mitigate any and all Indemnification Losses arising out of or relating to any breaches of this Agreement.

  • There are no outstanding options, warrants, rights (preemptive or otherwise), calls, Contracts or commitments, oral or in writing, to which the Shareholder is a party or by which the Shareholder is bounder to sell or transfer any of the shares of the Borrower, other than pursuant to the Transaction Documents.

  • In the event that the Purchaser or any of its Affiliates sustains or incurs Losses for which it is entitled to indemnification from the Sellers and/or the Shareholder under this Agreement (“Indemnification Losses”), Purchaser shall, at its option, be entitled to add the amount of such Indemnification Losses to the amount of the Xiras Debt then outstanding.

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

  • 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).


More Definitions of Indemnification Losses

Indemnification Losses has the meaning given in Section 13.5(a) of this
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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.
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Indemnification Losses has the meaning given in Section 13.5(a) of this Agreement. Agreement.
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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.
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Indemnification Losses shall have the meaning set forth in Section 6.2(a) hereof.
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Related to Indemnification Losses

  • Indemnification Cap shall have the meaning set forth in Section 8.4(b).

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Purchaser Indemnitees has the meaning set forth in Section 7.2.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.