Seller Indemnifiable Costs definition

Seller Indemnifiable Costs has the meaning set forth in Section 7.2.
Seller Indemnifiable Costs means collectively (i) any and all claims, damages, losses, judgments, liabilities, costs and expenses incurred as a result of any Seller Indemnity Event, including, without limitation, reasonable expenses of investigation and reasonable attorneysfees and expenses incurred by a Seller Indemnified Party in connection with any action, suit or proceeding relating to the remedy of any such breach or the defense of any such claim or action and (ii) all reasonable costs and expenses incurred by or on behalf of Seller in preserving and enforcing its rights to assert an indemnification claim under Section 8.04. For the avoidance of doubt, Seller Indemnifiable Costs shall not include Lost Profits.
Seller Indemnifiable Costs has the meaning specified in Section 8.2. -----------

Examples of Seller Indemnifiable Costs in a sentence

  • Seller Indemnifiable Costs shall be (i) calculated net of actual recoveries received by or on behalf of Seller or any Seller Indemnified Party under insurance policies, risk sharing pools or similar arrangements (net of any actual collection costs and recoveries and deductibles) and (ii) reduced by any proceeds received from third parties, through indemnification, counterclaim or otherwise in compensation for the subject matter of an indemnification claim made hereunder.

  • Buyer hereby indemnifies and holds each Seller Indemnified Party harmless from and against any and all Seller Indemnifiable Costs incurred or suffered by a Seller Indemnified Party arising out of a Seller Indemnity Event.

Related to Seller Indemnifiable Costs

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

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

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

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

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

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

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

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

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

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

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

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

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

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

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

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

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

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

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

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

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

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

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).