Purchaser Losses definition

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

Purchaser Losses means any and all Losses sustained, suffered or incurred by any Purchaser Indemnified Person arising from or in connection with any matter that is the subject of indemnification under Article VIII.

Purchaser 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 investigation or defense of any of the same or in asserting, preserving or enforcing any of the rights of Purchaser arising under Article IX) incurred by any of the Purchaser Indemnified Persons that arise out of:

Examples of Purchaser Losses in a sentence

• The waiver of any condition to the obligation of Purchaser to consummate the Transactions, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Purchaser Losses, or other remedy based on such representation, warranty, covenant or obligation.

• In the event, however, that the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20-day period, then any Purchaser Losses or any Seller Losses (as the case may be), shall include the reasonable fees and disbursements of counsel for the Indemnified Party as incurred.

• In the event, however, that the Indemnifying Party declines or fails to assume the defense of such Third-Party Claim on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such twenty (20)-day period, then any Purchaser Losses or any Seller Losses (as the case may be), shall include the reasonable fees and disbursements of counsel for the Indemnified Party as incurred.

• With respect to Purchaser Losses and Damages payable hereunder, the Purchaser Indemnified Parties shall be entitled to assert their right to payment directly against each Seller.

• No claim for the recovery of any Purchaser Losses may be asserted by any Purchaser Indemnified Person after the expiration of the applicable indemnification period; provided, however, that claims asserted in writing by any Purchaser Indemnified Person with reasonable specificity prior to the expiration of the applicable indemnification period shall not thereafter be barred by the expiration of the applicable indemnification period.

More Definitions of Purchaser Losses

Purchaser Losses has the meaning specified in Section 8.1.

Purchaser Losses is defined in Section 6.1.

Purchaser Losses has the meaning set forth in Section 9.01 of this Agreement.

Purchaser Losses shall not include the matters referred to in Section 9.1(b) hereof. All statements contained in any schedule or other writing delivered by Seller pursuant hereto or in connection with the Transactions shall be deemed representations and warranties.

Purchaser Losses has the meaning set forth in Section 6.2.

Purchaser Losses. As defined in Section 10.2.

Purchaser Losses means any and all actual losses, liabilities, damages, judgments, settlements, Taxes, 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 investigation or defense of any of the same or in asserting, preserving or enforcing any of the rights of Purchaser arising under Article VIII) incurred by the Company or any of the Purchaser Indemnified Persons that arise out of any breach by Parent or Seller of any of Parent's or Seller's representations and warranties contained in Article III or any breach by Parent or Seller of their covenants or obligations to be performed after the Closing; provided, however, that the term "Purchaser Losses" shall not include the Taxes and related losses and liabilities described in Section 8.1(b).