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

• If any Purchaser Indemnitee or Seller Indemnitee (an "Indemnified Party") believes that it has suffered or incurred or will suffer or incur any Purchaser Damages or Seller Damages, as the case may be ("Damages") for which it is entitled to indemnification under this Article XIV, such Indemnified Party shall so notify the Party from whom indemnification is being claimed (the "Indemnifying Party") with reasonable promptness and reasonable particularity in light of the circumstances then existing.

• 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.

• Buyer shall be entitled to offset or recoup from amounts due to Seller from Buyer hereunder or under any Other Agreement (including Seller Damages) against any obligations of Seller to Buyer hereunder or under any Other Agreement (including Buyer Damages).

• The foregoing limitation on time and amount shall not apply to any Seller Damages arising or resulting from any act or omission of any Purchaser Party which constitutes fraud, any breach by any Purchaser Party of its post-closing covenants.

• Any written notice delivered by a Seller Indemnitee to Buyer with respect to Seller Damages shall set forth with as much specificity as is reasonably practicable the basis of the claim for Seller Damages and, to the extent reasonably practicable, a reasonable estimate of the amount thereof.

More Definitions of Seller Damages

Seller Damages as defined in Section 7.3.

Seller Damages has the meaning set forth in Section 9.1(b).

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 is defined in Section 9.2(b).

Seller Damages is defined in Section 13.2.

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.