Seller Indemnifiable Losses definition

Seller Indemnifiable Losses has the meaning in Section 5.2(b).
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Seller Indemnifiable Losses is defined in Section 7.3(a).
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Seller Indemnifiable Losses has the meaning given to such term in Section 9.2(b).
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Examples of Seller Indemnifiable Losses in a sentence

  • A second molecule (type 2) is farther from the surface with O- surface distance of 3.08 Å.

  • For the avoidance of doubt, liabilities and obligations of DQE, the Seller or the Company which arise after the Closing under the Retention Agreement and those agreements set forth in Section 3.10(c) of the Seller Disclosure Schedule shall be Seller Indemnifiable Losses and subject to the Seller's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X.

  • In the event that Seller elects to satisfy any Seller Indemnifiable Losses, in whole or in part, through the return of shares of Buyer’s common stock, such shares shall be valued for such purposes at the greater of the (i) the implied price per share used by the Parties to calculate the number of shares issued pursuant to the Stock Issuance Agreement or (ii) the then current fair market value of a share of Buyer’s common stock.

  • In addition, the Seller's and DQE's liability, taken together, for Buyer Indemnifiable Losses and the Buyer's liability for Seller Indemnifiable Losses, in either case, as contemplated by this Article IX shall in no event exceed an aggregate amount of dollars equal to the Indemnity Cap (as defined in Section 9.3(b)).

  • Subject to the exception set forth in Section 7.4(c), no indemnification shall be payable to a Seller Indemnified Party with respect to any claim asserted after the Expiration Date which relates to Seller Indemnifiable Losses described in or arising under Section 7.3(b); provided that any claim for indemnification as to which notice has been given prior to the Expiration Date shall survive such expiration until final resolution of such claim.

  • The Buyer will have the right to participate in or, by giving written notice to the Seller Indemnitee, to elect to assume the defense of any Third Party Claim by the Buyer’s own counsel, the cost for which shall be borne by the Buyer to the extent that Seller Indemnifiable Losses exceed the Indemnity Basket and shall, to such extent, be taken into account in calculating the aggregate amount of the Buyer’s liability for Seller Indemnifiable Losses under the Indemnity Cap.

  • Otherwise, there shall be no cap on Buyer’s indemnification obligation for Seller Indemnifiable Losses.

  • Subject to the exceptions set forth in subsection (c)(ii) of this Section 6.4, Buyer’s obligation to indemnify Seller Indemnified Parties in respect of Seller Indemnifiable Losses described in or arising under Section 6.3(b) shall be limited, in the aggregate, to an amount equal to the Representation and Warranty Indemnity Cap Amount.

  • No indemnification shall be payable to a Seller Indemnified Party with respect to any claim asserted after the Indemnification Cut-Off Date which relates to the Seller Indemnifiable Losses described in or arising under Section 13.3(b) except for Seller Indemnifiable Losses arising out of any SOL Representations; provided that any claim for indemnification as to which specific notice has been given prior to the Indemnification Cut-Off Date shall survive such expiration until final resolution of such claim.

  • It would have exceeded the scope of the present review to evaluate the work of WHO at the national level in cooperation with ministries of health of affected countries and their country plans.


More Definitions of Seller Indemnifiable Losses

Seller Indemnifiable Losses is defined in Section 12.1(b).
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Seller Indemnifiable Losses has the meaning set forth in Section 8.2(c). “Seller Indemnified Parties” has the meaning set forth in Section 8.2(b).
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Seller Indemnifiable Losses means all Indemnifiable Losses for which Seller Indemnified Parties are entitled to seek indemnification under this Agreement.
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Related to Seller Indemnifiable Losses

  • 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).

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

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

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

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

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

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

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

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

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

  • Indemnifiable Loss means, with respect to any Person, any action, claim, cost, damage, deficiency, diminution in value, disbursement, expense, liability, loss, obligation, penalty, settlement, suit, or tax of any kind or nature, together with all interest, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Person, whether directly or indirectly.

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

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

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

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

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

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

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

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

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

  • 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.

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

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

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • 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.