Parent Losses definition

Parent Losses has the meaning specified in Section 11.02(a).

Parent Losses means Losses of Parent as determined pursuant to Section 2.02 hereof.

Parent Losses has the meaning specified in Section 8.1.

Examples of Parent Losses in a sentence

• The indemnified party’s defense of such Third-Party Claim shall not prohibit any remedies of the indemnified party against the indemnifying parties, and the indemnified party shall be permitted during the course of or after the resolution of such Third-Party Claim to seek recovery of the Parent Losses or Company Stockholder Losses, as applicable, from the indemnifying party to the extent the indemnified party is entitled hereunder.

• In no event shall Parent Losses or Company Stockholder Losses include any incidental, consequential, special, indirect, punitive damages, diminution in value, lost profits or amounts recoverable based on a multiple of earnings, revenues or other financial metrics.

• The failure to promptly notify RGGPLS hereunder shall not impair the payment by the Escrow Agent of Escrowed Funds to the Parent Indemnified Stockholders pursuant to Article IV, except to the extent that RGGPLS is actually and materially prejudiced by such failure (except that Parent Losses shall not include any expenses that were incurred during the period in which Parent or Xxxxxxx failed to give such notice).

• For the purpose of determining the amount of any such Parent Losses, but not for determining whether a breach shall have occurred, all materiality (including Material Adverse Effect) provisions shall be disregarded.

• Notwithstanding any provision herein, no Escrowed Funds shall be paid by the Escrow Agent to the Parent Indemnified Stockholders pursuant to Article IV with respect to Parent Losses resulting from any special or punitive damages or any Losses that are not reasonably foreseeable or reasonably related to the breach giving rise to such Loss.

More Definitions of Parent Losses

Parent Losses has the meaning specified in Section 5.3.

Parent Losses has the meaning set forth in Section 3.04.

Parent Losses shall have the meaning set forth in Section 9.02(a).

Parent Losses means any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses).

Parent Losses means any and all Losses sustained, suffered or incurred by any Parent Indemnified Person arising from or in connection with any matter which is the subject of indemnification under Section 10.1(a) or (b).

Parent Losses means the amount of any liabilities, claims, Actions, or orders (including reasonable costs of investigations and attorneys, accountants and other professional fees) (collectively, the “Losses”, and individually a “Loss”) incurred or suffered by Parent and its Subsidiaries (including, without limitation, the Surviving Corporation) and their Affiliates and their current or future directors, partners, managers, officers, agents, employees and representatives (collectively, the “Indemnified Parties”) from and after the Closing of the Merger, whether in respect of Third Party Claims, or claims between the parties to the Merger Agreement, any person, arising out of or relating to the following:

Parent Losses means any and all actual losses, liabilities, damages, judgments, settlements and expenses (including interest and penalties recovered by a Third Party with respect thereto and reasonable attorneys' fees and expenses and reasonable accountants' fees and expenses incurred in the defense of any of the same or in asserting, preserving or enforcing any of the rights of the Parent Indemnified Persons arising under Article XI) incurred by any of the Parent Indemnified Persons, whether or not involving a third-party claim, which are caused by, arise from or are related to: