Seller Damages definition

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

Seller Damages shall have the meaning set forth in Section 12.2(a) hereof.

Seller Damages has the meaning given to it in Section 9.3.

Examples of Seller Damages in a sentence

• Subject to Section 7.6 but otherwise notwithstanding any provision to the contrary contained in this Agreement, the maximum aggregate amount of Purchaser Damages or Seller Damages, as the case may be, relating to breaches of representations or warranties payable pursuant to Section 7.2(a) by the Purchaser or Section 7.2(c) by the Seller, as the case may be, shall not exceed $1 billion.

• A FCM Clearing Member must include with its certified Form 1-FR-FCM or FOCUS Report, a reconciliation from the certified Form 1-FR-FCM or FOCUS Report to the monthly Form 1-FR-FCM or FOCUS Report as of the same date or a statement that no material differences were noted.

• For the avoidance of doubt, (i) Buyer Damages will not include any item to the extent such item is reflected in the Purchase Price Adjustment as a Current Liability or Closing Date Indebtedness, and (ii) Seller Damages will not include any item to the extent such item is reflected in the Purchase Price Adjustment as Inventory, Accounts Receivable or Closing Date Cash.

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• Upon any party (the “Indemnified Party”) becoming aware of a fact, condition or event that constitutes a basis for a claim for Purchaser Damages or Seller Damages, as the case may be, in respect thereof against the other party (the “Indemnifying Party”) under Section 7.2 or 7.3, 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.

More Definitions of Seller Damages

Seller Damages as defined in Section 7.3.

Seller Damages means any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees, and other costs and expenses reasonably incurred in investigating or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to the Seller from (i) any inaccurate representation made by the Purchaser in this Agreement or any certificate or other document referenced in this Agreement and delivered by it pursuant hereto, (ii) breach of any of the warranties or agreements made by the Purchaser in this Agreement or any certificate or other document referenced in this Agreement and delivered by it pursuant hereto, or (iii) breach or default in the performance by the Purchaser of any of the obligations to be performed by the Purchaser hereunder. The Purchaser agrees to pay or reimburse the Seller for any payment made or amount payable or loss suffered or incurred by the Seller at any time from and after the Closing in respect of any Seller Damages to which the foregoing indemnity relates.

Seller Damages has the meaning specified in Section 8.1(b) hereof.

Seller Damages is defined in Section 13.2.

Seller Damages has the meaning set forth in Section 6.3.

Seller Damages for purposes of this Section 15 means any claims, actions, demands, lawsuits, costs, expenses, liabilities, penalties and damages (including counsel fees incidental thereto or incidental to the enforcement by Purchaser of this Agreement) resulting to Seller from: (a) any material inaccurate representation made to Seller in or pursuant to this Agreement; (b) material breach of any of the warranties made to Seller in or pursuant to this Agreement; (c) material breach or default in the performance by Purchaser of any of its covenants or obligations under this Agreement; (d) any debts, liabilities or obligations of Seller, which are expressly assumed by Purchaser hereunder; (e) any claim by any third party arising from any alleged default, act or breach by Purchaser of any obligation, contract or commitment or resulting from any act or omission of Purchaser; (f) any claim by any third party, including creditors of Purchaser which are based upon Purchaser's execution and performance of this Agreement; (g) any liabilities of the type described in Section 7.2 and (h) any debts, liabilities or obligations relating to the Purchased Assets or Assumed Liabilities that accrues after the Closing Date which are not Purchaser Damages.

Seller Damages means any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees, and other costs and expenses reasonably incurred in investigating or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to a Seller from (A) any inaccurate representation made by FreeStar in this Agreement or any certificate or other document referenced in this Agreement and delivered by it pursuant hereto, (B) breach of any of the warranties or agreements made by FreeStar in this Agreement or any certificate or other document referenced in this Agreement and delivered by it pursuant hereto, or (C) breach or default in the performance by FreeStar of any of the obligations to be performed by FreeStar hereunder. FreeStar agrees to pay or reimburse the Sellers for any payment made or amount payable or loss suffered or incurred by the Sellers at any time from and after the Closing Date in respect of any Seller Damages to which the foregoing indemnity relates.