Indemnity Losses definition

Indemnity Losses means any claims, demands, suits, proceedings, costs (including reasonable costs, fees and expenses arising from dispute resolution or legal proceedings), expenses, damages, penalties, fines and losses whatsoever.
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Indemnity Losses means any Losses which the PRLP Indemnified Parties suffer or incur, or become subject to, as a result of or in connection with, any breach by Landmark of any General Provision or any Entity Provision.
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Indemnity Losses means Asbestos Losses and/or Emissions Losses and/or Product Losses as the case may be;
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Examples of Indemnity Losses in a sentence

  • Indemnity Losses arising under Sections 3.01, 3.02, 3.03, 4.01, 4.02, 4.04, 4.14(a), 4.17, 4.18 and the Title Representations, the Broker Representations or the Tax Representations shall be limited to the value of the Purchase Price paid and the share value awarded under the Restricted Stock Unit Agreement.

  • Indemnity Losses based upon Section 4.19, 6.01(c), fraud, willful misconduct, intentional misrepresentation or criminal activity of Sellers shall be unlimited.

  • The Indemnification Basket shall not apply to Indemnity Losses arising under the Title Representations, the Broker Representations, the Tax Representations, Section 4.14(a), Section 4.19, Section 4.25, 6.01(c), or based upon fraud, willful misconduct, intentional misrepresentation or criminal activity on the part of any Seller.

  • Notwithstanding anything to the contrary contained herein, no holder of Company Units shall be required to agree to be liable for Indemnity Losses in an amount in the aggregate greater than the total consideration received by such holder in connection with such Sale of the Company.

  • To the extent available on commercially reasonable terms, the Manager may purchase, at the Company’s expense, insurance to cover Indemnity Losses covered by these indemnification provisions and to cover Indemnity Losses for any Indemnified Person’s breach or alleged breach of the Indemnified Person’s duties.

  • The Company shall promptly reimburse and may provide advancements to each Indemnified Person for reasonable legal or other expenses incurred in connection with investigating, preparing to defend, or defending any claim, lawsuit, or other proceeding relating to any Indemnity Losses for which such Indemnified Person may be indemnified under Section 12.04.

  • A decision not to purchase insurance will not affect an Indemnified Person’s right to indemnification (including the right to be reimbursed, advanced expenses, or indemnified for Indemnity Losses under any other provisions of this Agreement) under this Agreement.

  • The Assignee shall indemnify and hold harmless the Seller from and against any and all Indemnity Losses which the Seller may suffer, incur or become subject to as a result of or in connection with (a) any breach of any representation or warranty made by the Assignee in this Agreement and (b) any and all suits, actions, investigations, proceedings, demands, assessments, audits, and judgments arising out of any of the foregoing.

  • An Indemnified Person that recovers any amount for any Indemnity Losses from any insurance coverage shall reimburse the Company for any amount previously received from the Company for those Indemnity Losses.

  • No amendment, modification, or repeal of Article Twelve that adversely affects a Indemnified Person’s indemnification rights for Indemnity Losses incurred or relating to a state of facts existing before the amendment, modification, or repeal will apply without the Indemnified Person’s prior written consent.


More Definitions of Indemnity Losses

Indemnity Losses shall have the meaning set forth in the Master Restructuring Agreement. 13 9
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Indemnity Losses means any Losses suffered or incurred by PRIMOTOP or the Group Companies after the date of this Agreement arising in connection with or as a result of the implementation of the Pre-Completion Reorganisation transaction steps 1 – 15 (inclusive) of the Transaction Step Plan, including for the avoidance of doubt: (a) any RETT due to a retroactive denial of a RETT exemption claimed or applicable in connection with the Pre-Completion Reorganisation transaction steps even if the facts and circumstances leading to the denial of the initial RETT exemption occur after the Completion Date; and (b) any Loss arising as a result of any failure to comply with or the actual implementation of any Tax filing or Tax notification requirements (e.g. RETT filing or notification requirements) in relation to the Pre-Completion Reorganisation and “Indemnity Loss” shall be construed accordingly;
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Indemnity Losses means any Losses suffered or incurred by PRIMOTOP or the Group Companies after the date of this Agreement arising in connection with or as a result of the
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Related to Indemnity Losses

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

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Tax Losses has the meaning assigned to such term in Section 7.1(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.

  • 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.

  • Covered Losses has the meaning set forth in Section 9.2(b).

  • Direct Losses means all damages, losses, liabilities, penalties, fines, assessments, claims, actions, costs, expenses (including the cost of legal or professional services, legal costs being on a substantial indemnity basis), proceedings, demands and charges whether arising under statute, contract or at common law, except Indirect Losses.

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

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

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

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

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

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

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

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

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

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

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

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

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

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.