Seller Incurred Damages definition

Seller Incurred Damages. As defined in Section 6.2(a).
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Seller Incurred Damages shall have the meaning set out in Article 5.2(a).
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Seller Incurred Damages. As defined in Section 6.2(a). "Seller Insurance" As defined in Section 7.5. "Seller Loans" As defined in Section 2.4. "Seller's Knowledge" The actual knowledge of the Persons listed in Schedule 1(a)(v)(A) after due inquiry of the individuals listed in Schedule 1(a)(v)(B). "Selling Subsidiaries" The Asset Selling Subsidiaries and the Share Selling Subsidiaries. "Senior Employee" As defined in Section 4.15(c). "Separate Intellectual Property" As defined in Section 2.1(j)(vii). "September 2006 Statement of Net Assets" As defined in Section 4.6. "Share Purchase Agreements" The Share Purchase Agreements to be executed between the Seller, the Selling Subsidiaries and the Buyer (or their designees) at the Closing, substantially in the form of Exhibits 2.1. "Shares" As defined in the Preamble, and which term shall be deemed to include, from and after the date of the consummation, if any, of the applicable Spin-Off, all of the outstanding capital stock of Nutrition Canada, Nutrition Italy and Nutrition Brazil. "Share Selling Subsidiaries" The Subsidiaries of the Seller listed in Schedule 1(a)(vi). "Significant Countries" United States, Spain, Germany, Japan, Canada, France, Australia, Italy, Taiwan and Brazil. "Signing Date" The date of this Agreement set forth on the title page. "Spin-Offs" As defined in the Preamble. "Statutory Accounts" The audited statutory accounts of: (i) Nutrition SAS, Nutrition GmbH Germany and Nutrition AB for the fiscal years ended 31 December 2004 and 2005 and (ii) Nutrition GmbH Austria for the fiscal year ended 31 December 2005. "Straddle Period" Any taxable period beginning on or prior to the Closing Date and ending after the Closing Date.
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Examples of Seller Incurred Damages in a sentence

  • The Seller will use and will cause its Affiliates to use commercially reasonable efforts to mitigate any such Seller Incurred Damages.

  • For the avoidance of doubt, Seller Incurred Damages arising from a breach of the Buyer’s representations and warranties as of the First Stage Acquisition will also be regarded as having been incurred in respect of a breach of the Buyer’s representations and warranties as of the Second Stage Acquisition for purposes of calculating how much of the cap set forth in clause (ii) of the preceding sentence has been satisfied.

  • No Seller Incurred Damages may be claimed by the Seller or will be reimbursable by the Buyer or will be included in calculating the aggregate Incurred Damages set forth in Section 6.2(c) other than Seller Incurred Damages in excess of the De Minimis resulting from any single claim or aggregated claims arising out of the same facts, events or circumstances.

  • The Seller's failure to give proper and timely notice shall only relieve the Buyer from any liability that the Buyer has to the Seller if and to the extent that the Buyer has been prejudiced by such failure, in particular if the Seller Incurred Damages have increased as a result of such failure.

  • The Buyer’s liability for indemnification under this Section 6.2 will apply only to Seller Incurred Damages which, in the aggregate and subject to the De Minimis, exceed the Threshold and then only to the extent the amount of such Seller Incurred Damages exceeds the Threshold in total.

Related to Seller Incurred Damages

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

  • Indemnified Damages shall have the meaning assigned to such term in Section 6(a).

  • Liquidated Damages means all liquidated damages then owing pursuant to Section 5 of the Registration Rights Agreement.

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

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

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

  • Delay Liquidated Damages has the meaning set forth in Section 13.1.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

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

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

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

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

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

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • Cover Damages means, with respect to any Delivery Failure, an amount equal to (a) the positive net amount, if, any, by which the Replacement Price exceeds the applicable Price that would have been paid pursuant to Section 5.1 hereof, multiplied by the quantity of that Delivery Failure, plus (b) any applicable penalties and other costs assessed by ISO-NE or any other Person against Buyer as a result of Seller’s failure to deliver such Products in accordance with the terms of this Agreement. Buyer shall provide a statement for the applicable period explaining in reasonable detail the calculation of any Cover Damages.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

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

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

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

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

  • SPECIAL LIQUIDATED DAMAGES means the amount payable by the Transport Supplier in case of default arising out of Non-availability of vehicle(s)/crew when the Company's operations are normal and also Non-availability of services due to unauthorized / lightening strike by Transport Supplier or his/her crew for any reason whatsoever. The period of non-availability of services will be treated as shutdown and shall attract Special Liquidated damage at the rate of twice the pro- rata fixed charge per day. Special L.D. shall be levied irrespective of whether such default resulted in a shutdown for the whole day or part thereof.

  • Economic damages means objectively verifiable monetary losses, including medical expenses, loss of earnings, burial costs, loss of use of property, cost of replacement or repair, cost of obtaining substitute domestic services, loss of employment, and loss of business or employment opportunities.

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

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.