Shareholder Losses definition

Shareholder Losses means all damages (including, without limitation, amounts paid in settlement with Buyer’s consent, which consent may not be unreasonably withheld), losses, obligations, liabilities, claims, deficiencies, costs and expenses (including, without limitation, reasonable attorneys’ fees), penalties, fines, interest and monetary sanctions, including, without limitation, reasonable attorneys’ fees and costs incurred to comply with injunctions and other court orders, and other costs and expenses incident to any suit, action, investigation, claim or proceeding or to establish or enforce the rights the Shareholders or such other persons entitled to indemnification hereunder.

Shareholder Losses has the meaning specified in Section 11.02(b).

Shareholder Losses means all damages (including, without limitation, amounts paid in settlement with the consent of FYI and Newco, which consent may not be reasonably withheld), losses, obligations, liabilities, claims, deficiencies, costs and expenses (including, without limitation, reasonable attorneys' fees), penalties, fines, interest and monetary sanctions, including, without limitation, reasonable attorneys' fees and costs incurred to comply with injunctions and other court and Agency orders, and other costs and expenses incident to any suit, action, investigation, claim or proceeding or to establish or enforce the right of the Shareholders or such other persons to indemnification hereunder.

Examples of Shareholder Losses in a sentence

• No claim for recovery of any Shareholder Losses under Section 11.02(b)(i) may be asserted by any Shareholder Indemnitee after the expiration of the applicable Survival Period; provided, however, that claims in writing made by the Shareholder Indemnitee in good faith and with reasonable specificity prior to the expiration of the applicable Survival Period shall not thereafter be barred by the expiration of the applicable Survival Period.

• In the event, however, that the Indemnifying Party declines or fails to assume the defense of such Third-Party Claim on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such twenty (20)-day period, then any Purchaser Losses or any Shareholder Losses (as the case may be), shall include the reasonable fees and disbursements of counsel for the Indemnified Party as incurred.

• All losses, liabilities, costs, damages and expenses for which indemnification is provided herein are collectively referred to as "Shareholder Losses".

• The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within twenty (20) days thereafter assuming full responsibility for any Purchaser Losses or Shareholder Losses (as the case may be) resulting from such Third-Party Claim, to assume the defense of such Third-Party Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel.

• Market Incentives for Safe Foods: An Examination of Shareholder Losses from Meat and Poultry Recalls.

More Definitions of Shareholder Losses

Shareholder Losses shall have the meaning ascribed to such term in Section 10.3(b) hereof.

Shareholder Losses has the meaning set forth in Section 9.2.

Shareholder Losses is defined in Section 9.5.

Shareholder Losses shall have the meaning set forth in Section 7.2

Shareholder Losses means the Damages of the Shareholder Indemnified Parties described in Section 13.7.

Shareholder Losses means, in the case of indemnification pursuant to Section 10.1(b)(i) or (ii), "Losses," and in the case of indemnification pursuant to Section 10.1(b)(iii), the amount Parent was required to pay pursuant to Article III of this Agreement that Parent did not pay in breach of this Agreement plus reasonable professional fees and expenses incurred in seeking indemnification pursuant to this Article X.

Shareholder Losses shall have the meaning set forth in Section 7.2 "Tax" or "Taxes" shall mean federal, state, local and foreign income, gross receipts, sales, use, property, production, payroll, franchise, withholding, employment, social security, license, excise, transfer, gains, and other taxes of any nature whatsoever, including any related penalties, interest and liabilities.