Amount of Losses. (a) The amount of any Loss payable hereunder shall be reduced by any insurance proceeds actually received by the Indemnified Party with respect to the event or occurrence giving rise to such Losses and shall be reduced by any amounts which the Indemnified Party actually receives from third parties in connection with Losses for which indemnification is sought under this Article VII in each case net of any expenses incurred in obtaining such proceeds or amounts. The Indemnified Party shall use commercially reasonable efforts to pursue insurance or other claims that may reduce or eliminate Losses. If the Indemnified Party both collects proceeds from any insurance company or other Person and receives a payment from the Indemnifying Party (including through the Escrow Fund) pursuant to this Article VII, and the sum of such proceeds and payment is in excess of the amount payable with respect to the matter that is the subject of the indemnity, then the Indemnified Party shall promptly refund the amount of such excess (up to, but not exceeding, the amount of the payment received from the Indemnifying Party (including through the Escrow Fund)) to the Indemnifying Party (which excess amount shall be returned to the Escrow Fund to the extent such amount was originally withdrawn from the Escrow Fund to satisfy the applicable Claim).
(b) Each Indemnified Party shall take, and shall cause its Affiliates to take, all commercially reasonable steps to mitigate Losses in connection with claims for which a party seeks indemnification under this Article VII.
(c) The representations, warranties, covenants and agreements of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its representatives) or by reason of the fact that the Indemnified Party or any of its representatives knew or should have known that any such representation, warranty, covenant or agreement is, was or might be inaccurate or unsatisfied.
Amount of Losses. 8.5.1 Subject to Section 8.5.3, (i) Seller Parties shall not have any liability for Losses under Section 8.1.1 unless and until the aggregate amount of all such Losses exceeds $200,000.00 (the “Basket”), in which event the right to be indemnified shall apply only to such Losses in excess of the Basket and (ii) Buyer shall not have any liability for Losses under Section 8.2.1, unless and until the aggregate amount of all such Losses exceeds the Basket, in which event the right to be indemnified shall apply only to such Losses in excess of the Basket.
8.5.2 Subject to Section 8.5.3, (i) the maximum liability of Seller Parties for Losses under Section 8.1.1 shall not exceed $4,000,000.00 (the “Ceiling”), and (ii) the maximum liability of Buyer for Losses under Section 8.2.1 shall not exceed the Ceiling.
8.5.3 Notwithstanding the limitations set forth in Section 8.5.1 and Section 8.5.2, the Basket and the Ceiling shall not apply in the case of any Losses arising out of, based upon, caused by, relating or with respect to, or by reason of (i) any inaccuracy in or breach of the Fundamental Representations, or (ii) any Fraud; provided, however, that notwithstanding anything in this Section 8.5.3 to the contrary, except in the case of Fraud, in no event shall the aggregate indemnification amounts paid by (x) Seller Parties solely by reason of Section 8.1.1 in respect of any inaccuracy or breach of the Fundamental Representations exceed the Purchase Price, (y) Seller Parties solely by reason of Section 8.1.3 in respect of subpart (k) of the definition of “Excluded Liabilities” exceed the Purchase Price, or (z) Buyer solely by reason of Section 8.2.1 in respect of any inaccuracy or breach of the Fundamental Representations exceed the Purchase Price.
8.5.4 Notwithstanding anything to the contrary in this Agreement, (i) no investigation by Buyer or any of its Affiliates or Representatives shall affect the representations and warranties of any Seller Party under this Agreement or contained in any other agreement, instrument, certificate or document delivered under the terms of this Agreement, (ii) such representations and warranties shall not be affected or deemed waived by reason of the fact that Buyer knew or should have known that any of the same is, was, or might be inaccurate in any respect and (iii) such representations and warranties shall be deemed to be bargained for assurances.
8.5.5 For all purposes of this Section 8, in determining the amount of any Losses s...
Amount of Losses. The amount of any Loss payable hereunder shall be calculated net of any insurance proceeds actually received by the Indemnitee with respect thereto. In the event that an Indemnitee receives any insurance proceeds with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to such insurance proceeds shall be made promptly to the Indemnitor. The Indemnitee shall use commercially reasonable efforts to file insurance claims that may reduce or eliminate Losses.
Amount of Losses. The determination of the dollar amount of any Buyer Damages or Seller Damages, 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.
Amount of Losses. Please state the total amount of monetary losses you have suffered as a result of identity theft, excluding any charge initiated with your authorization, AND have not been reimbursed for: $ . (Please attach all supporting documentation of the identity theft and amount of losses to this Claim Form. Claims submitted without documentation will NOT be considered valid.) By submitting this claim form and checking the boxes below, I declare under penalty of perjury that I am a member of the Identity Theft Class and that the following statements are true (check each box that applies): I purchased insurance from AvMed, Inc., and was a victim of identity theft between December 2009 and [claims deadline]. As a result of this identity theft, I suffered actual monetary losses, for which I have not been reimbursed, in the amount listed above. That all information provided in this Claim Form is true and correct. The Claims Administrator may audit any and all claims and may require the submission of supplemental information to evaluate any claims. Persons knowingly making false claims may be subject to civil or criminal penalties. I declare under penalty of perjury that the foregoing is true and correct. Signature: Date: Your claim will be submitted to the Claims Administrator for review, if Print Name: accepted you will be mailed a check for your unreimbursed losses, or a lesser pro rata share. This process takes time, please be patient. A proposed class action settlement has been reached in a lawsuit If you fall within the description of the Premium Overpayment regarding the December 2009 theft of two laptop computers Settlement Class and/or Identify Theft Settlement Class, you will be containing the personal information of AvMed Inc.’s customers. a member of either or both of such Classes unless you exclude Your legal rights may be affected by this settlement whether yourself from the settlement. If you do not wish to be a member of you act or don’t act. Please read this Notice carefully. Visit either Settlement Class, you may exclude yourself by sending a letter xxx.xxxxxxxxxxxxxxxxxxxx.xxx to read the full Notice and the to the settlement administrator no later than [objection/exclusion Settlement Agreement and to make a claim. deadline]. You must include your name and address, signature, and What is the Lawsuit About? a statement that you wish to be excluded from either or both Settlement Classes in Xxxxx v. AvMed Inc., No. 10-cv-24513. If you This lawsuit co...
Amount of Losses. The amount of any Loss payable hereunder shall be reduced by any insurance proceeds which the Indemnified Party may receive with respect to the event or occurrence giving rise to such Losses and shall be reduced by any amounts which Purchaser may receive from third parties in connection with Losses for which indemnification is sought under this Article 6 and shall be reduced by any net reduction in Taxes actually realized by the Indemnified Party in connection with such Losses; provided, however, that the Indemnifying Party shall repay to the Indemnified Party the amount of such net actual reduction in Taxes which is subsequently disallowed pursuant to a determination of a taxing authority. Purchaser shall use commercially reasonable efforts to pursue insurance claims or third party claims that may reduce or eliminate Losses. If the Indemnified Party both collects proceeds from any insurance company or third party and receives a payment from the Indemnifying Party hereunder, and the sum of such proceeds and payment is in excess of the amount payable with respect to the matter that is the subject of the indemnity, then the Indemnified Party shall promptly refund to the Indemnifying Party (or to the Escrow) the amount of such excess to the extent of such Indemnifying Party's indemnification Payments.
Amount of 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.
Amount of Losses. The determination of the dollar amount of any Losses subject to indemnification under this ARTICLE IX shall be based solely on the actual dollar value thereof, on a dollar-for-dollar basis.
Amount of Losses. The amount of any Adverse Consequences payable hereunder shall be reduced by any insurance proceeds to which the indemnified party may be entitled with respect to the event or occurrence giving rise to such Adverse Consequences, shall be reduced by any amounts to which the Buyer may be entitled from third parties in connection with losses for which indemnification is sought under this Section 8 and shall be reduced appropriately to take into account any tax benefit recognized by the indemnified party in connection with such Adverse Consequences based upon the highest blended (federal, state, local and foreign) marginal income tax rate applicable to the indemnified party during the taxable year for which a return was most recently filed with the IRS (based on the date of the indemnity claim). The indemnified party shall use commercially reasonable best efforts to pursue insurance claims or third party claims that may reduce or eliminate Adverse Consequences. If the indemnified party both collects proceeds from any insurance company or third party and receives a payment from the indemnifying party hereunder, and the sum of such proceeds and payment is in excess of the amount payable with respect to the matter that is the subject of the indemnity, then the indemnified party shall promptly refund to the indemnifying party the amount of such excess.
Amount of Losses. For purposes of determining the amount of Losses resulting from any misrepresentation or breach of a representation or warranty (but not for purposes of determining whether there has been a breach), the amount of any Loss shall be determined without regard to any materiality or Material Adverse Effect qualifiers in Article 18, Article 19, Article 20 and Article 21, it being the understanding of the Parties that for purposes of determining the amount of Losses under this Article 23, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included there. 76
