Seller Indemnified Losses definition

Seller Indemnified Losses shall have the meaning set forth in Section 7.2(a).

Seller Indemnified Losses is defined in Section 8.1(b).

Seller Indemnified Losses has the meaning specified in Section 11.2 hereof.

Examples of Seller Indemnified Losses in a sentence

• The maximum amount that the Buyer shall be required to pay pursuant to Section 8.3(a) in respect of all Seller Indemnified Losses shall not exceed the Damages Cap, after which point the Buyer shall have no obligation to indemnify the Seller Indemnitees from and against further Seller Indemnified Losses.

• In no event shall the liability of Buyer for Seller Indemnified Losses pursuant to this Article IX exceed the Ceiling Amount.

• The Indemnifying Party shall not be subrogated to the rights of the Indemnified Party in respect of any insurance relating to Buyer Indemnified Losses or Seller Indemnified Losses, as the case may be, to the extent of any indemnification payments made hereunder.

• The Seller Group's indemnifications obligation to the Buyer Group in respect of Losses for which indemnification is provided under this Agreement (a "Seller Group Indemnified Loss") will be reduced by any amounts received or receivable by or on behalf of the Buyer Group from third parties (net of costs and expenses (including reasonable legal fees and expenses) incurred by the Buyer Group in connection with seeking to collect and collecting such amounts), in respect to such Seller Indemnified Losses.

• Any Person obligated to pay or reimburse any ------- Indemnified Losses or Seller Indemnified Losses hereunder (whether one or more, an "INDEMNIFYING PARTY") shall, ------------------ subject to the provisions of Paragraph 5.4 below, reimburse the party entitled to recover Indemnified Losses or Seller Indemnified Losses, as the case may be (whether one or more, an "INDEMNIFIED PARTY"), within 10 days of written demand ----------------- on the Indemnifying Party therefor.

• A motion was made by Jaime Solis, seconded by Natividad Sosa, approving General Fund (199) Budget Amendment #1.

• The maximum amount that the Buyer shall be required to pay pursuant to Section 8.2 in respect of all Seller Indemnified Losses shall not exceed the Damages Cap, after which point the Buyer shall have no obligation to indemnify the Buyer Indemnitees from and against further Buyer Indemnified Losses.

• The determination of the dollar amount of any Buyer Indemnified Losses or Seller Indemnified Losses, as the case may be, shall be based solely on the actual dollar value thereof, on a dollar-for-dollar basis, and shall not take into account any multiplier valuations, including any multiple based on earnings or other financial indicia.

• Further, the Seller Indemnitors shall not have any liability with respect to Seller Indemnified Losses under (A) this Agreement, (B) the BRI Agreement, and (C) the Disa Agreement, in the aggregate, in excess of $4,450,000.

• The parties acknowledge that Purchaser's Basket (as defined in Section 7.2(b)) shall not apply to the foregoing indemnity since Purchaser's Basket only applies to Seller Indemnified Losses pursuant to Section 7.2(a)(ii).

More Definitions of Seller Indemnified Losses

Seller Indemnified Losses has the meaning set forth in Section 5.2.

Seller Indemnified Losses means all damages, losses, claims, liabilities, demands, charges, suits, judgments, penalties, fines, fees, costs and out-of-pocket expenses (including court costs, reasonable attorneys’ fees and other out-of-pocket expenses incurred in investigating and preparing for, or otherwise in connection with, any litigation or proceeding) sustained, suffered or incurred by any of the Seller Indemnified Parties in connection with, or related to, or arising out of: (i) any inaccuracy or breach of representation or warranty by Purchaser with respect to any of its representations or warranties under ARTICLE IV of this Agreement or the certificate described in Section 6.3(d); (ii) fraud, willful misconduct or intentional misrepresentation of Purchaser; (iii) willful breach of Purchaser under this Agreement or the certificate described in Section 6.3(d); (iv) any other breach or default by Purchaser under this Agreement or the certificate described in Section 6.3(d); and (v) Purchaser’s failure to satisfy obligations secured by a Seller Credit Enhancement in place after the Closing Date; provided, however, that Seller Indemnified Losses shall not include punitive damages or Special Damages except to the extent that the Seller Indemnified Parties are or have been required to pay such punitive damages or Special Damages to a Person, other than the Seller Indemnified Parties, pursuant to a Third-Party Claim that is the subject of Section 8.2, or to the extent that such punitive damages or Special Damages result from fraud committed in connection with the transactions contemplated hereby.