Warranty Losses definition

Warranty Losses has the meaning set forth in Section 4.23(a).
Sample 1
Warranty Losses means any and all losses, damages, liabilities, obligations, reasonable costs and expenses (including reasonable attorney’s fees), interest, awards, judgments, fees and penalties or other damages actually sustained, suffered or incurred by the Party seeking indemnification pursuant to this Agreement; provided, however, that Warranty Losses shall not include (i) punitive damages; and (ii) any amounts which have been taken into account in the calculation of the Final Net Working Capital.
Sample 1
Warranty Losses has the meaning set forth in Section 10.2(a).
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Examples of Warranty Losses in a sentence

  • Seller shall have no obligation to Buyer for any Environmental Warranty Losses or Other Environmental Losses for which a notice as described above is not received before the fourth anniversary of the Closing Date.

  • Subject to the exceptions set forth in subsection (d)(ii) of this Section 6.2, no indemnification shall be payable to a Buyer Indemnified Party with respect to any claim relating to Representation and Warranty Losses asserted more than eighteen (18) months after the Closing Date (the “Expiration Date”); 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.

  • Buyer shall not be liable for any Seller Warranty Losses with respect to Fundamental Representations to the extent that such Seller Warranty Losses exceed the Purchase Price.

  • No action or claim for Warranty Losses resulting from any misrepresentation or breach of warranty shall be brought or made after the Indemnification Period applicable to such representation or warranty; provided that any indemnity claim (but solely such claim) described in a Claim Notice received by the Responsible Party prior to the expiration of the applicable Indemnification Period shall survive until such claim is fully resolved.

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  • The Sellers shall not be liable for any Buyer Warranty Losses with respect to breaches of the Fundamental Representations to the extent that such Buyer Warranty Losses exceed the Closing Cash Purchase Price actually received by them.

  • Subject to the exceptions set forth in subsection (d)(ii) of this Section 7.2, no indemnification shall be payable to a Buyer Indemnified Party with respect to any claim relating to Representation and Warranty Losses asserted more than eighteen (18) months after the Closing Date (the “Expiration Date”); 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 Indemnitee shall use its commercially reasonable efforts to recover under insurance policies (other than the R&W Policy) or indemnity, contribution or other similar agreements for any Buyer Warranty Losses prior to seeking indemnification under this Agreement.

  • No Indemnitor shall be liable for any Loss or Losses pursuant to Section 10.2(a)(i) or Section 10.2(b)(i) (“Warranty Losses”) unless and until the aggregate amount of all Warranty Losses incurred by the Indemnitees exceeds $50,000 (the “Indemnification Threshold”), in which event such Indemnitor(s) shall be liable for all Warranty Losses from the first dollar.

  • Indemnitee in respect of any Buyer Warranty Losses shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds (other than the R&W Policy) and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Buyer Indemnitee (or the Company) in respect of any such claim.


More Definitions of Warranty Losses

Warranty Losses shall have the meaning set forth in Section 6.11(a).
Sample 1
Warranty Losses means all Losses to any member of the Buyer’s Group arising from the Buyer’s reliance on the Warranties, any breach of the Warranties, or for the preparation or content of the disclosures (whether general or specific and whether in writing or otherwise) made against any Warranty.
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Related to Warranty Losses

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

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

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

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

  • Covered Losses has the meaning set forth in Section 9.2(b).

  • Fraud Losses Realized Losses on Mortgage Loans as to which a loss is sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, including a loss by reason of the denial of coverage under any related Primary Insurance Policy because of such fraud, dishonesty or misrepresentation.

  • Direct Losses means all damages, losses, liabilities, penalties, fines, assessments, claims, actions, costs, expenses (including the cost of legal or professional services, legal costs being on a substantial indemnity basis), proceedings, demands and charges whether arising under statute, contract or at common law, except Indirect Losses.

  • Relevant Losses means, in relation to:

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Electrical Losses means all applicable losses, including the following: (a) any transmission or transformation losses between the CAISO revenue meter(s) and the Delivery Point; and (b) the Distribution Loss Factor, if applicable.

  • Environmental Losses means all costs and expenses of any kind, damages, including foreseeable and unforeseeable consequential damages, fines and penalties incurred in connection with any violation of and compliance with Environmental Requirements and all losses of any kind attributable to the diminution of value, loss of use or adverse effects on marketability or use of any portion of the Premises or Property.

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

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

  • Title Defects has the meaning set forth in Section 5.15(b).

  • Warranty Claim means a claim for breach of any of the Warranties.

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

  • Cumulative Realized Losses As of any date of determination, the aggregate amount of Realized Losses with respect to the Mortgage Loans.

  • Losses shall have the meaning set forth in Section 5(a).

  • Incurred losses means the sum of:

  • Indirect Losses means loss of profits, loss of production, loss of business, loss of business opportunity, or any claim for consequential loss or for indirect loss of any nature;

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Net Losses means, for each fiscal year or other period, an amount equal to the Partnership's taxable income or loss for such year or period determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

  • Adverse Consequences means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses.

  • Net Realized Losses For any Class of Certificates and any Distribution Date, the excess of (i) the amount of Realized Losses previously allocated to that Class over (ii) the amount of any increases to the Class Certificate Principal Balance of that Class pursuant to Section 5.08 due to Recoveries.