Party Losses definition

Party Losses means any claims, losses, costs, liabilities, obligations, actions, judgments, suits, expenses, disbursements or damages of a Party, including where occasioned by a judgment resulting from an action instituted by a third party;
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Party Losses means any claims, losses, costs, liabilities, obligations, actions, judgments, suits, expenses, disbursements or damages;
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Examples of Party Losses in a sentence

  • If the accumulated amount of all Purchaser Indemnified Party Losses in the aggregate exceeds $100,000, the Company shall then be liable on a dollar for dollar basis for the full amount of all Purchaser Indemnified Party Losses.

  • The New Project Assets Owner also may be exposed to third-party claims of the type discussed above under “Risk of Third Party Losses – Not Caused by Hazardous Substances Or Other Pollution Conditions” based on hazardous substances, pollution or contamination claims.

  • The Acquiring Funds shall not be liable under this indemnification provision with respect to any Acquired Party Losses to which a Trust Indemnified Party would otherwise be subject by reason of a Trust Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Trust Indemnified Party's duties or by reason of such Trust Indemnified Party's reckless disregard of its obligations or duties under this Agreement.

  • The Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Third Party Losses or the discovery of any fact upon which such Indemnified Party intends to base a request for indemnification under Section 14.1, but in no event will the Indemnifying Party be liable for any Third Party Losses that result from any delay in providing such notice which materially prejudices the defense of such Third Party Claim.

  • With respect to all other Third Party Losses in connection with Third Party Claims, where the Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 14.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Third Party Loss; provided, however, it obtains the prior written consent of the Indemnified Party (which consent will be at the Indemnified Party’s reasonable discretion).

  • For the avoidance of doubt, Seller shall be obligated pursuant to Section 6.2 only with respect to Buyer Indemnified Party Losses incurred by Buyer Indemnified Parties with respect to the aggregate amount by which the aggregate amount of claims that meet the Claim Threshold exceeds the Deductible.

  • Genzyme shall indemnify and hold ViroPharma and its directors, officers, employees and agents harmless from and against all Third Party Losses to the extent arising from (a) the breach of any representation, warranty or covenant of Genzyme under this Agreement, or (b) the negligence, recklessness or willful misconduct of Genzyme or its Affiliates; in each case except to the extent that such Third Party Losses are subject to indemnification by ViroPharma pursuant to Section 7(a) above.

  • Neither the Trust, nor any Acquired Fund shall be liable under this indemnification provision with respect to any Acquiring Party Losses to which an Acquiring Funds Indemnified Party would otherwise be subject by reason of such Acquiring Funds Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Acquiring Funds Indemnified Party's duties or by reason of such Acquiring Funds Indemnified Party's reckless disregard of obligations and duties under this Agreement.

  • Notwithstanding anything contained in this Agreement to the contrary, Seller shall be obligated pursuant to the Environmental Indemnification only with respect to 60% of the Buyer Indemnified Party Losses incurred by the Buyer Indemnified Parties up to the Environmental Indemnification Limit.

  • Rather than reducing poverty, they have led to widespread impoverishment, hunger and violence.

Related to Party Losses

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

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

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

  • 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 Indemnitees has the meaning set forth in Section 8.03.

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

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

  • 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.

  • Incurred losses means the sum of:

  • Net Realized Losses For any Class of Certificates and any Distribution Date, the excess of (i) the amount of Realized Losses previously allocated to that Class over (ii) the amount of any increases to the Class Certificate Principal Balance of that Class pursuant to Section 5.08 due to Recoveries.

  • Extraordinary Losses Any loss incurred on a Mortgage Loan caused by or resulting from an Extraordinary Event.

  • Aggregate Net Losses means, with respect to a Collection Period, an amount equal to the aggregate Principal Balance of all Receivables that became Defaulted Receivables during such Collection Period minus all Net Liquidation Proceeds collected during such Collection Period with respect to all Defaulted Receivables.

  • distribution losses means energy losses that result from the interaction of intrinsic characteristics of the distribution network such as electrical resistance with network voltages and current flows;

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

  • Net Losses means, for each fiscal year or other period, an amount equal to the Partnership's taxable income or loss for such year or period determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

  • Liquidating Losses means any net loss realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any event of liquidation of the Partnership), including but not limited to net loss realized in connection with an adjustment to the book value of Partnership assets under Section 6.2 hereof.

  • Losses incurred as used herein shall mean ceded losses and loss adjustment expense paid as of the effective date of calculation, plus the ceded reserves for losses and loss adjustment expense outstanding as of the same date, all as respects losses occurring during the contract year under consideration, plus the debit or minus the credit from the preceding contract year.

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

  • Tax-Related Losses means (i) all federal, state, local and foreign Taxes (including interest and penalties thereon) imposed (or that would be imposed) pursuant to any settlement, Final Determination, judgment or otherwise, (ii) all accounting, legal and other professional fees, and court costs incurred in connection therewith, and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Parent (or any Parent Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in the case of each of clauses (i) through (iii), resulting from the failure of the Internal Distribution, the Contribution or the Distribution to have Tax-Free Status.

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

  • Funding Losses has the meaning set forth in Section 2.13(b)(ii).

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

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

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

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