Seller Indemnifiable Damages definition

Seller Indemnifiable Damages shall have the meaning set forth in Section 9.2.

Seller Indemnifiable Damages defined in Section 9.3(a).

Seller Indemnifiable Damages shall have the meaning ascribed thereto in Section 4.1 hereof.

Examples of Seller Indemnifiable Damages in a sentence

• Seller shall not be entitled to any indemnity hereunder until the cumulative amount of Seller Indemnifiable Damages for which Seller may be entitled to indemnity hereunder exceeds $165,000 in the aggregate, whereupon the entire amount of such Seller Indemnifiable Damages shall be recoverable under this Article XII.

• Purchaser agrees to indemnify, defend and hold Seller harmless from and against the aggregate of all Seller Indemnifiable Damages (as defined below).

• Promptly after receipt by a Seller Indemnitee of notice of commencement of any action by a third party which could give rise to Seller Indemnifiable Damages, the Seller Indemnitee will, if an indemnification claim thereof is to be made against the Buyer, promptly notify in writing the Buyer of the commencement thereof; provided, however, that the omission to so notify the Buyer will not relieve it from any liability which it may have hereunder unless the Buyer been materially prejudiced thereby.

• Notwithstanding the foregoing, neither Company nor Purchaser shall be obligated to indemnify Seller for Seller Indemnifiable Damages that exceed the Indemnification Cap.

• Without limiting the generality of the foregoing, with respect to the measurement of Seller Indemnifiable Damages, each Seller Indemnitee will have the right to be put in the same pre-tax consolidated financial position as it would have been in had each of the representations and warranties of the Buyer hereunder been true and correct and had the covenants and agreements of the Buyer hereunder been performed in full.

• Seller shall not be entitled to indemnity for any Seller Indemnifiable Damages (individually or in the aggregate) in excess of $1,650,000.

• Purchaser agrees that it will indemnify and hold the Seller, the Parent and each of their respective officers, directors, employees, consultants, stockholders and Affiliates (the "Seller Indemnified Parties") harmless in respect of the aggregate of all Seller Indemnifiable Damages.

• If the Seller Notice of Claim shall not have been so delivered within such thirty (30) day period, the Buyer shall be conclusively deemed to have acknowledged the correctness of the claim or claims specified in the Seller Notice of Claim for the full amount thereof and the Seller Indemnifiable Damages set forth in the Seller Notice of Claim shall be paid to the Indemnitees, on demand, in cash.

• The foregoing are collectively referred to as "Seller Indemnifiable Damages." The term "Seller Indemnifiable Damages" shall also include an amount of interest on the amount of such Indemnifiable Damages (computed before the application of this sentence), which interest shall be computed at the Applicable Rate simple interest per annum from the date such Seller Indemnifiable Damages were incurred by the Indemnitees and until paid.

• Notwithstanding the foregoing, none of Holdings, Holdings Subsidiary nor Surviving Corporation shall be obligated to indemnify any ProMed Company Shareholder for Seller Indemnifiable Damages in excess of the Indemnification Cap.

More Definitions of Seller Indemnifiable Damages

Seller Indemnifiable Damages has the meaning as set forth in Section 5.1(b).

Seller Indemnifiable Damages means, without duplication, the aggregate of all expenses, losses, costs, claims, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by any one or more of the Companies or the Shareholder to the extent: (i) resulting from any breach of a representation or warranty made by MTLM or AMI in or pursuant to this Agreement; (ii) resulting from any breach of the covenants or agreements made by MTLM or AMI pursuant to this Agreement; (iii) resulting from any inaccuracy in any certificate or report prepared by or on behalf of MTLM or AMI delivered by MTLM or AMI pursuant to this Agreement; or (iv) resulting from any default or failure to pay or perform any of the Assumed Liabilities.

Seller Indemnifiable Damages means, without duplication, the aggregate of all losses incurred or suffered by Seller, on a pre-tax consolidated basis, to the extent (i) resulting from any breach of a representation or warranty made by Purchaser in or pursuant to this Agreement, (ii) resulting from any breach of the covenants or agreements made by Purchaser in or pursuant to this Agreement, or (iii) resulting from any inaccuracy in any certificate delivered by Purchaser pursuant to this Agreement.

Seller Indemnifiable Damages means, without duplication, the aggregate of all losses incurred or suffered by Seller, on a pre-tax consolidated

Seller Indemnifiable Damages means, without duplication, the aggregate of all expenses, losses, costs, claims, deficiencies, liabilities, and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered SVPC or the Shareholders to the extent: