Indemnity Loss definition

Indemnity Loss shall have the meaning set forth in Section 10.1(a) hereof.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Indemnity Loss means any demand, suit, claim, action or cause of action, assessment, loss, damage, liability, settlement, penalty, or forfeiture, and reasonable costs and expenses (including court costs, and any other litigation related expenses incident thereto) which individually, or when aggregated with any directly related claims, exceeds $10,000.

Indemnity Loss means, net of any applicable insurance proceeds, actual damages, losses, obligations, Liabilities, Taxes, deficiencies, claims, Encumbrances, penalties, costs, disbursements and expenses, including reasonable costs of investigation and defense and reasonable attorneys’ fees and expenses; provided, however, that “Indemnity Loss” shall not include consequential damages, indirect damages, exemplary damages, speculative damages, lost profits, diminution in value, or special or punitive damages (other than special or punitive damages payable to a third party).

Examples of Indemnity Loss in a sentence

If any person or entity has reason to believe that he, she or it has suffered or incurred (or has a reasonable belief that he, she or it will suffer or incur) any Indemnity Loss subject to indemnity hereunder, such person or entity shall so notify the indemnifying party promptly in writing describing such loss or expense, the amount thereof, if known, and the method of computation of such Indemnity Loss, all with reasonable particularity.
If the nature of the Indemnity Loss set forth in the notice does not involve any third party claim, and if the indemnifying party does not respond to the indemnified party in writing contesting the existence of amount of any Indemnity Loss within thirty (30) days after delivery of such notice, then such indemnifying party shall be obligated to pay, and shall pay in accordance with Section 10.5, the amount of the Indemnity Loss set forth in such notice to the indemnified party.
If any action at law, suit in equity, administrative action or arbitration or mediation proceeding is instituted by or against a third party with respect to which any person intends to claim any liability or expense as an Indemnity Loss under this Article 10, such person shall promptly notify the indemnifying party of such action.
If any party believes that it has suffered or incurred any Indemnity Loss, that party shall so notify the indemnifying party promptly in writing describing such loss or expense, the amount thereof, if known, and the method of computation of such Indemnity Loss, all with reasonable particularity.
The indemnifying party shall promptly pay to the indemnified person in cash the amount of any Indemnity Loss to which the indemnified person is entitled by reason of the provision of this Agreement.

More Definitions of Indemnity Loss

Indemnity Loss means any item of Partnership loss or deduction that gives rise to an indemnity payment to the Partnership by Regency HIG pursuant to Article 5 of the Contribution Agreement.

Indemnity Loss means any damages, losses, liabilities, claims, Lien, penalties, costs, expenses, duties, deficiencies, demands, Proceedings, assessments and Taxes (including costs of investigation and defense and reasonable attorneys’ fees and expenses), in each case, arising under Article VI; provided, that with respect to claims arising under Section 6.1(a), Indemnity Losses shall include punitive or exemplary damages and any criminal fines or penalties, to the extent (a) insurable under the applicable law of any Most Favorable Jurisdiction (as defined in the R&W Policy) and (b) awarded or assessed against the Insureds (as defined in the R&W Policy)‎ in connection with a Third Party Claim (as defined in the R&W Policy) pursuant to (1) a final settlement consented to in writing by the Insurer (as defined in the R&W Policy) or (2) a final (x) order of a Governmental Authority, (y) judgment of a court of competent jurisdiction or (z) award of an arbitrator, arbitration panel or similar adjudicative body; provided that the Defense Costs (as defined in the R&W Policy) or Prosecution Costs (as defined in the R&W Policy) relating to the foregoing shall constitute Indemnity Loss, provided further, that Buyer may not seek recourse against the Seller for any punitive or exemplary damages or criminal fines or penalties.

Indemnity Loss means any damages, losses, obligations, Liabilities, Taxes, loss or reduction in Tax attributes or benefits, deficiencies, claims, encumbrances, penalties, costs, disbursements and expenses, including costs of investigation and defense and reasonable attorneys’, accountants’ and experts’ fees , provided, however, that in no event shall Indemnity Loss include consequential, loss of value of Shares or punitive damages, except in the event such consequential or punitive damages are awarded to a third-party Person as the result of a Third Party Claim.

Indemnity Loss means any and all Losses (regardless of whether such Losses result from the negligence, gross negligence or strict liability of, or any other basis of liability under the Law or in equity with respect to, an Indemnified Person); provided, however, that consequential, incidental, special, punitive and exemplary damages, and any damages that are not reasonably foreseeable or calculated as a multiple of any financial measure, diminution in value or lost profits, shall not constitute Indemnity Losses except to the extent an Indemnified Person is required to make a payment for any such damages to a Third Party in connection with a Third Party Claim.

Indemnity Loss means any damages, losses, obligations, Liabilities, claims, penalties, costs and expenses (including costs of investigation and defense and reasonable attorneys’ fees and expenses), other than any (i) incidental, consequential, punitive or exemplary damages, special damages, indirect damages, lost profits or other similar items, (ii) damages, losses, obligations, Liabilities, claims, penalties, costs or expenses relating to the passing of, or any change in, any Law after the date of this Agreement even if the change has retroactive effect, or (iii) damages, losses, obligations, Liabilities, claims, penalties, costs or expenses calculated using a “multiplier,” “multiple of earnings” or any method having a similar effect. Notwithstanding anything set forth herein to the contrary, the parties agrees that Indemnity Losses shall not include losses relating to the deterioration in credit quality.

Indemnity Loss has the meaning set forth in Section 5.01 of this Agreement.

Indemnity Loss means any and all Losses (regardless whether such Losses result from the negligence, gross negligence or strict liability of, or any other basis of liability under the Law or in equity with respect to, a Company Indemnified Person); provided that (a) punitive and exemplary damages shall not constitute Indemnity Losses except to the extent they are payable in a Third Party Claim against a Company Indemnified Person for which such Company Indemnified Person is entitled to indemnification under this Agreement and (b) consequential and special damages (including damages relating to lost profits and diminution in value, to the extent such lost profits and diminution in value constitute consequential damages) shall not constitute Indemnity Losses except to the extent they are (i) payable in a Third Party Claim against a Company Indemnified Person for which such Company Indemnified Person is entitled to indemnification under this Agreement or (ii) the natural, probable and reasonably foreseeable result of the matter, facts or circumstances that gave rise to such Indemnity Loss, taking into account any special circumstances of the In-Scope Business known by, or reasonably apparent to, the Indemnifying Person at the later of (x) the date of this Agreement and (y) the time of the event or occurrence providing the basis for indemnification of Indemnity Losses, but excluding, in connection with this clause (ii) only, damages calculated based on multiples of earnings, EBITDA or similar financial metrics, other than in the case of Fraud. “Intellectual Property” means all intellectual property and industrial property rights arising under the Laws of any jurisdiction, including: