Parent Damages definition

Parent Damages shall have the meaning set forth in Section 5.05(b).
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Parent Damages has the meaning ascribed thereto in Section 2.16.
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Parent Damages means any and all losses, damages, liabilities, obligations, claims, demands, judgments, settlements, governmental investigations, Taxes, costs and expenses of any nature whatsoever, including the reasonable fees and expenses of attorneys, accountants and consultants resulting from, arising out of or attributable to a breach of the Company's representations, warranties,
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Examples of Parent Damages in a sentence

  • The payment or deposit into escrow of the Parent Damages Amount pursuant to this Section 8.02(b) shall be made by wire transfer of same-day funds at the time Parent is obligated to pay the Partnership such amount.

  • Nothing in this Section 8.1(b) shall be construed to limit the amount of Parent Damages for which the Identified Company Stakeholders are liable under this Section 8.1 to less than $8,950,000 (which includes the Deductible Amount).

  • Proceeds of the 2001 Bonds were used to provide a loan (the “Agency Loan”) to the Former Agency.

  • The Subscriber acknowledges that neither the General Partner nor the Manager is currently registered with the U.S. Commodity Futures Trading Commission (the "CFTC") or the National Futures Association (the "NFA") as a commodity pool operator ("CPO") or a commodity trading advisor ("CTA").

  • Upon any party (the "Indemnified Party") becoming aware of a fact, condition or event that constitutes a basis for a claim for Parent Damages, in respect thereof against the other party (the "Indemnifying Party") under Section 9.2, if such a claim is to be made, the Indemnified Party will with reasonable promptness and specificity notify the Indemnifying Party or Parties in writing of such fact, condition or event.

  • To the extent Parent is entitled to collect Parent Damages, Parent shall, at its option, be entitled to withdraw sufficient funds pursuant to the Escrow Agreement in lieu of payment directly from Stockholders, and to the extent the amount due to Parent exceeds the balance of the funds held under the Escrow Agreement, Parent shall be entitled to collect such balance owed to Parent directly from Stockholders.

  • To the extent the actions or omissions of any contractor, other entity or Person engaged by the Craft Entity to complete the Post-Closing Required Maintenance Work result in Parent Damages (as defined in Section 11.02), Parent shall have the right to seek indemnification for any such Parent Damages in accordance with Section 11.02.

  • For the elimination of doubt, this Section 6.3 shall not apply to Parent’s termination of this Agreement for a Parent Damages Event pursuant to Section 6.2. For greater certainty, the maximum aggregate amount that the Company could be required to pay to Parent pursuant to Sections 6.2 and 6.3 is $3,000,000.

  • Parent shall be deemed to have satisfied its obligations to pay the Parent Damages Amount to the Partnership so long as it deposits into escrow the Parent Damages Amount, notwithstanding any delay or reduction in payment to the Partnership, and shall have no further liability with respect to payment of the Parent Damages Amount.

  • At such time as the aggregate amount of Parent Damages which have been definitively resolved in favor of Parent shall exceed the value of Parent Common Stock then remaining in the Escrow Deposit, each of the Shareholders shall thereafter be jointly and severally liable to Parent for the amount of such excess (for purposes hereof, an "Excess Claim"), subject to the limitations herein.


More Definitions of Parent Damages

Parent Damages shall have the meaning specified in Section 9.1(a).
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Parent Damages is defined in Section 9.2.
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Related to Parent Damages

  • Economic damages means objectively verifiable monetary losses, including medical expenses, loss of earnings, burial costs, loss of use of property, cost of replacement or repair, cost of obtaining substitute domestic services, loss of employment, and loss of business or employment opportunities.

  • Special Damages has the meaning specified in Section 11.21.

  • Consequential Damages means Losses claimed to have resulted from any indirect, incidental, reliance, special, consequential, punitive, exemplary, multiple or any other Loss, including damages claimed to have resulted from harm to business, loss of anticipated revenues, savings, or profits, or other economic Loss claimed to have been suffered not measured by the prevailing Party’s actual damages, and any other damages typically considered consequential damages under Applicable Law, regardless of whether the Parties knew or had been advised of the possibility that such damages could result in connection with or arising from anything said, omitted, or done hereunder or related hereto, including willful acts or omissions.

  • Punitive Damages are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute.

  • Actual Damages has the meaning set forth in Section 12.4(C).

  • Compensatory Damages are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty, nor fixed in amount by statute.

  • Delay Damages means the damages assessed pursuant to Section 3.2(a) hereof.

  • Direct Damage has the meaning given to it in clause 26.2;

  • Damages means any loss, claim, damage, liability, costs and expenses (including, without limitation, reasonable attorney's fees and disbursements and costs and expenses of expert witnesses and investigation).

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Consequential Loss means indirect or consequential loss or damage such as, but not limited to, loss of contract, bargain, expectation, opportunity, profit, production, revenue, anticipated cost reduction or interest payable howsoever caused, arising out of or in connection with this Contract.

  • Noneconomic damages ’ means damages for phys-

  • Environmental Damages means all liabilities (including strict liability), losses, damages (excluding consequential, special, exemplary or punitive damages except to the extent such damages were imposed upon an Indemnitee as a result of any claims made against such Indemnitee by a governmental entity or any other third party), judgments, penalties, fines, costs and expenses (including fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, at law or in equity, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, made, incurred, suffered, brought, or imposed at any time and from time to time, whether before or after the Release Date and arising in whole or in part from:

  • Indemnified Damages shall have the meaning assigned to such term in Section 6(a).

  • Daily Delay Damages means with respect to a Guaranteed Project Milestone, an amount equal to (a) the Project Development Security Amount posted as of the first date that Daily Delay Damages are payable under this Agreement with respect to such Guaranteed Project Milestone, divided by (b) 120.

  • Cover Damages means, with respect to any Delivery Failure, an amount equal to (a) the positive net amount, if, any, by which the Replacement Price exceeds the applicable Price that would have been paid pursuant to Section 5.1 hereof, multiplied by the quantity of that Delivery Failure, plus (b) any applicable penalties and other costs assessed by ISO-NE or any other Person against Buyer as a result of Seller’s failure to deliver such Products in accordance with the terms of this Agreement. Buyer shall provide a statement for the applicable period explaining in reasonable detail the calculation of any Cover Damages.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Adverse Consequences means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses.

  • Loss or Damage means any loss or damage to the Vehicle, including that caused by theft of the Vehicle or by adverse weather events, that requires repair or replacement including the loss of use of the Vehicle (demurrage), legal expenses, assessment fees, towing and recovery costs, storage, service charges and any appraisal fees of the Vehicle;

  • Maximum Liability has the meaning assigned to such term in Section 10.10.

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • 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, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Compensable injury means an injury by accident arising out of and in the course of hazardous employment which must be established by medical evidence supported by objective medical findings.

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

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