Actual Loss Clause Samples

Actual Loss. The term “Actual Loss” means the amount of all Taxes actually incurred or Tax Benefits lost (in either case based upon the Tax law in effect at the time of loss and discounted at the Applicable Federal Rate using monthly compounding) by a Party as a result of an action (or failure to act) by another Party with respect to matters described in this Agreement. Such Tax or lost Tax Benefit resulting from such action (or failure to act) shall be calculated using the allocated Tax liability for the appropriate Tax jurisdiction, net of the present value of any reasonably anticipated related offsetting Tax Benefit (based upon the Tax law in effect at the time of computation) discounted at the Applicable Federal Rate using monthly compounding.

Actual Loss. No payment shall be due from the Sellers in respect of a Proven Claim until actual loss in relation to the Warranty Claim has been suffered by the Purchaser or the Company (as the case may be) as a consequence of the matter which is the subject of the Warranty Claim.

Actual Loss. For purposes of the Parties’ respective indemnification obligations under this Article 10, subject to the limitations set forth in Section 10.3, in computing the actual amount of any Loss to be indemnified, the following principles will apply: (a) the amount will be reduced to give full effect to any insurance recoveries the Indemnified Party actually receives as a consequence of the fact, condition, or circumstance giving rise to the misrepresentation, breach, or nonperformance in question; (b) the amount will be reduced to give appropriate effect to any amounts actually recovered by the Company from Third Parties in connection with the Loss being claimed hereunder; (c) the amount will be reduced so as to deduct the actual economic effect arising from any Tax benefit (including by reduction of income by virtue of increased Tax basis or otherwise) actually realized by the Indemnified Party arising from the incurrence or payment of any such Loss; (d) the amount will be reduced so as to deduct any amounts properly and effectively reserved for, booked and reflected in the Financial Statements; and (e) to the extent applicable, the amount will be increased so as to include the relevant amount of Taxes due by the relevant Indemnified Party in view of the payment of any such Loss.

Actual Loss. Any liability of an Agent arising under this Agreement shall be limited to the amount of actual loss suffered (such loss shall be determined as at the date of default of the relevant Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the relevant Agent at the time of entering into this Agreement and any related documents, or at the time of accepting any relevant instructions, which increase the amount of the loss.

Actual Loss. The term "Actual Loss" as used in this Agreement shall be ----------- the net amount of all taxes actually incurred by a party as a result of an action (or failure to act) by another party with respect to matters described in this Agreement, taking into account the anticipated out-of-pocket costs of resolving administrative disputes and litigation with the taxing authorities over the action or failure to act and the likelihood of prevailing (based on the assumption that the taxing authorities would challenge the desired tax treatment). Such tax resulting from such action (or failure to act) shall be calculated using the allocated Federal Income Tax, Environmental Tax, or Unitary Income Tax liability for the appropriate tax jurisdiction, net of the present value of reasonably anticipated related future offsetting tax benefits (based upon the tax law in effect at the time of computation) discounted at a rate of ten percent (10%) per annum.