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).

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.
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 (a) any fraud or intentional misrepresentation by any Seller or (b) the indemnification set forth in Section 7.1.10.
ISO agrees that if any government entity claims that any taxes are due on ISO’s behalf, ISO will defend eVance against such claims and indemnify and hold eVance harmless from any Indemnification Losses sustained by eVance because of such claims.
In addition, if the Shareholder or any of the Sellers consummates an equity or debt financing at a time when any Indemnification Losses are due and owing under this Agreement to Purchaser or any of its Affiliates, the Shareholder and the Sellers shall use fifty (50%) of the net proceeds from such equity or debt financing to satisfy the then-outstanding Indemnification Losses.
Matters set forth in 11.2.1 (a), 11.2.1 (b) and 11.2.1 (c) above are together referred to as the "Full Indemnification Losses".
The indemnifying party shall be liable for any settlement of any action effected pursuant to and in accordance with this Article VII and for any final judgment (subject to any right of appeal) and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Company Indemnification Losses, Stockholder Indemnification Losses and/or Member Indemnification Losses by reason of such settlement or judgment.
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).

More Definitions of Indemnification Losses

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