Purchaser Indemnified Costs means any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and legal fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Purchaser Indemnified Parties incur and that arise out of any breach or default by the Vendor or the Covenantor of any of its representations, warranties or covenants under this Agreement or any agreement or document executed in connection herewith; any and all obligations or liabilities of the Vendor or the Covenantor under any Contract or agreement not expressly assumed by the Purchaser pursuant to the terms hereof; and any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including legal fees and expenses, incidental to any of the foregoing;
Purchaser Indemnified Costs means any and all damages, losses (including diminution in value), claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable legal fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Purchaser Indemnified Parties incurs and that arise out of (i) any breach by the Company of any of its representations or warranties under this Agreement or any other Transaction Document or (ii) any breach by the Company of any of its covenants or agreements under this Agreement or any other Transaction Document.
Purchaser Indemnified Costs means any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable legal fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Purchaser Indemnified Parties incurs and that arise out of (i) any breach or default by the Company of any of the representations or warranties under this Agreement or any agreement or document executed in connection herewith, (ii) any breach by the Company of any of the covenants or agreements (other than breaches of covenants to be performed by the Company after the Closing) of the Company under this Agreement or any other Transaction Document executed in connection herewith or (iii) are incurred in connection with any litigation or proceedings brought by any shareholder of the Company (whether such action is brought in such shareholder's name or derivatively on behalf of the Company) in respect of the transactions contemplated by this Agreement.
Examples of Purchaser Indemnified Costs in a sentence
Subject to the provisions of this Article VIII, the Company agrees to indemnify and hold harmless the Purchaser Indemnified Parties from and against any and all Purchaser Indemnified Costs.
Equipment shall include, but is not limited to, buffing, polishing, scrubbing machines for use on floors, vacuum cleaners, ladders, buckets, mops, cloths, brushes, squeegees, brooms, bulk water receptacles, etc.
The amount of Purchaser Indemnified Costs and Seller Indemnified Costs recoverable hereunder shall be net of insurance recoveries actually received by the applicable Indemnified Party from insurance policies of the Company (including under the existing title policies).
The remedies of the Parties under this Article 5 are the sole and exclusive remedies that a Party may have under this Agreement for the recovery of monetary damages with respect to any breach or failure to perform any covenant or agreement set forth in this Agreement or any breach of any representation or warranty set forth in this Agreement other than for Purchaser Indemnified Costs or Seller Indemnified Costs, as the case may be, arising from fraud, gross negligence or willful misconduct.
The Indemnified Parties will provide such evidence and documentation of the nature and extent of its Purchaser Indemnified Costs or Seller Indemnified Costs, as the case may be, as may be reasonably requested by the Indemnifying Party.
More Definitions of Purchaser Indemnified Costs
Purchaser Indemnified Costs means, subject to Article 5 of this Agreement, any and all damages, losses, claims, liabilities, demands, charges, suits, Taxes, penalties, costs, and reasonable expenses (including court costs and reasonable attorneys’ fees and expenses of one law firm, for all Purchaser Indemnified Parties, incurred by any of the Purchaser Indemnified Parties resulting from or relating to (a) any breach or default by Seller of any representation, warranty, covenant, indemnity or agreement under this Agreement or any other Transaction Document or (b) any claim for fraud, gross negligence, or willful misconduct relating to this Agreement or any Transaction Document.
Purchaser Indemnified Costs means any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable legal fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Purchaser Indemnified Parties incurs and that arise out of or result from (i) any breach or default by the Company of any of the representations or warranties under this Agreement or any other Transaction Documents, (ii) any breach by the Company of any of the covenants or agreements (other than breaches of covenants to be performed by the Company after the Closing) of the Company under this Agreement or any other Transaction Documents or (iii) any litigation or proceedings brought by any shareholder of the Company (whether such action is brought in such shareholder's name or derivatively on behalf of the Company) in respect of the transactions contemplated by this Agreement or any other Transaction Documents.
Purchaser Indemnified Costs means any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable legal fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Purchaser Indemnified Parties incurs and that arise out of any breach by the Company of any of its covenants or agreements of the Company under this Agreement in any certificate, instrument or document delivered pursuant hereto, in each case to the extent such covenant or agreement survives the Closing.
Purchaser Indemnified Costs means any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable legal fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Purchaser Indemnified Parties incurs and that arise out of (i) any breach or default by the Company of any of the representations or warranties under this Agreement or any agreement or document executed in connection herewith, (ii) any breach by the Company of any of the covenants or agreements (other than breaches of covenants to be performed by the Company after the Closing) of the Company under this Agreement or any other Transaction Document executed in connection herewith or (iii) are incurred in connection with any litigation or proceedings brought by any shareholder of the Company (whether such action is brought in such shareholder's name or derivatively on behalf of the Company) in respect of the transactions contemplated by this Agreement. "Purchaser Indemnified Parties" means Purchaser and each officer, director, employee, stockholder and Affiliate of Purchaser. "Purchaser's Expenses" means all reasonable out-of-pocket fees, costs and expenses incurred by Purchaser in connection with its due diligence efforts or the transactions contemplated by this Agreement, including (i) fees, costs and expenses of its accountants and counsel and (ii) fees paid to any Governmental Entity, but expressly excluding any fees paid to Credit Suisse First Boston Corporation, Purchaser's financial advisor. "Release" has the meaning set forth in Section 3.1(u)(C). "Remedial Action" has the meaning set forth in Section 3.1(u)(D). "Reserve Report" means the most recent reserve information prepared by the Company's engineers estimating the proved reserves attributable to the Oil and Gas Properties as of December 31, 1997 and described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. "Rights Agreement" has the meaning set forth in Section 3.1(x). "Rule 144" means Rule 144 under the Securities Act of 1933, as amended, and any successor rule thereto. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. "Shareholder Agreement" means the Amended and Restated Shareholder Agreement to be entered into among the Company, Purchaser and the other party thereto,...
Purchaser Indemnified Costs means (i) any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable legal fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Purchaser Indemnified Parties incurs and that arise out of any breach or default by the Vendors, the Principals or Callon of axx xx their respective representations, warranties or covenants under this Agreement or any agreement or document executed in connection herewith; (ii) any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable legal fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Purchaser Indemnified Parties incurs and that arise out of the operation or control of the Acquired Corporations or the Business on or prior to the Closing Date not disclosed herein; (iii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including reasonable legal fees and expenses, relating to or incurred in connection with the indemnity provided in Section 4.3(a)(iii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including reasonable legal fees and expenses, incidental to any of the foregoing; (qqq) "Purchaser Indemnified Parties" means the Purchaser, and each officer, director, employee and consultant of the Purchaser; (rrr) "Purchaser's Shares" means those shares of the Purchaser issued to the Vendors as described in paragraphs 2.3(d) and (e) of this Agreement; (sss) "Purchaser's Solicitors" means Stephen Holmes of Holmes & Coxxxxx; (ttt) "Real Property" means, collectively the Leased Premises;
Purchaser Indemnified Costs has the meaning set forth in the Purchase Agreement.
Purchaser Indemnified Costs means any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable legal fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Purchaser Indemnified Parties incurs, that relate to, arise out of or result from (i) any breach or default by the Company of any of the representations or warranties under this Agreement or any other Transaction Documents, (ii) any breach by the Company of any of the covenants or agreements of the Company under this Agreement or any other Transaction Documents or (iii) any litigation or proceedings brought by any shareholder of the Company (whether such action is brought in such shareholder's name or derivatively on behalf of the Company), any creditor of the Company or any Government Entity, in each case in respect of the transactions contemplated by this Agreement or any other Transaction Documents, other than as a result of a breach by any Purchaser Indemnified Party of any of its representations, warranties, covenants and agreements hereunder or its gross negligence or willful misconduct.