Calculation of Indirect Losses Sample Clauses

Calculation of Indirect Losses. The Parties acknowledge that as a result of a breach or nonperformance of any of the representations, warranties, covenants and agreements of the Seller Parties or Tag-Along Sellers in this Agreement, Purchasers may suffer direct Losses as well as indirect Losses in the form of a diminution in value of OpenTV. This Section 8.4 provides the calculation of the amount of indemnity to which the Purchasers will be entitled in respect of such indirect Losses for which the Purchasers are entitled to indemnification pursuant to Section 8.1. With respect to the calculation of Losses suffered indirectly by the Purchasers for which the Purchasers are entitled to indemnification pursuant to Section 8.1 arising out of or resulting from any breach of a representation, warranty, covenant or agreement of the Seller Parties or Tag-Along Sellers made with respect to the business, condition (financial or otherwise), operating results, material customer or supplier relationships, properties, assets (including intangible assets) or liabilities of OpenTV and its Subsidiaries or with respect to the effect on OpenTV and its Subsidiaries of the consummation of the transactions contemplated by this Agreement or the breach of any covenant or agreement made for the benefit of OpenTV and its Subsidiaries (collectively, an "OPENTV MATTER"), the Purchasers' Losses for which the Seller Parties or any Tag-Along Seller, as applicable, would be obligated to indemnify the Purchasers pursuant to Section 8.1 shall be deemed to equal the product of (x) the Loss Percentage applicable to the Seller Parties or such Tag-Along Seller, as applicable, and (y) the difference, if positive, between the fair market value of OpenTV and its Subsidiaries as a whole, determined as if such representation or warranty were true and correct or such covenant or agreement performed in all respects, and the fair market value of OpenTV and its Subsidiaries, as a whole, determined after giving effect to the breach of such representation or warranty or the breach, nonperformance or violation of such covenant or agreement; provided that, in any such case the amount determined in accordance with this clause (y) will not be less than the actual monetary
Sample 1
AutoNDA by SimpleDocs

Related to Calculation of Indirect Losses

  • Calculation of Indemnity Payments (a) The amount of any Loss for which indemnification is provided under this Article XII shall be net of any amounts recovered by the Indemnified Party under insurance policies with respect to such Loss.

  • Calculation of interest The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

  • Section 310 Computation of Interest Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

  • Characterization of Indemnity Payments Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Law, as adjustments to the Purchase Price for all Tax purposes.

  • Characterization of Indemnification Payments Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.

  • Determination of Interest (a) The Administrative Agent shall determine the Interest (including unpaid Interest related thereto, if any, due and payable on a prior Payment Date) to be paid by the Borrower on each Payment Date for the related Accrual Period and shall advise the Collateral Agent, the Collateral Manager and the Borrower thereof on the third Business Day prior to such Payment Date.

  • Operation of Indemnities Indemnification under this Article shall include, without limitation, reasonable fees and expenses of counsel and expenses of litigation. If the Company or the Servicer has made any indemnity payments to the Trustee pursuant to this Article and the Trustee thereafter collects any of such amounts from others, the Trust will repay such amounts collected to the Company or the Servicer, as the case may be, without interest.

  • CHANGES TO THE CALCULATION OF INTEREST 10.1 Absence of quotations Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

  • Termination of Indemnification (a) The obligations to indemnify and hold harmless a party hereto pursuant to (i) Sections 9.01(i) and 9.020), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below and (ii) the other clauses of Sections 9.01 and 9.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

  • Termination of Investment The obligation of the Investor to make an Advance to the Company pursuant to this Agreement shall terminate permanently (including with respect to an Advance Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement for an aggregate of fifty (50) Trading Days, other than due to the acts of the Investor, during the Commitment Period, and (ii) the Company shall at any time fail materially to comply with the requirements of Article VI and such failure is not cured within thirty (30) days after receipt of written notice from the Investor, provided, however, that this termination provision shall not apply to any period commencing upon the filing of a post-effective amendment to such Registration Statement and ending upon the date on which such post effective amendment is declared effective by the SEC.

Time is Money Join Law Insider Premium to draft better contracts faster.