Common use of Calculation of Losses Clause in Contracts

Calculation of Losses. In calculating amounts payable to any Indemnified Party for a claim for indemnification hereunder, the amount of any indemnified Losses shall be determined without duplication of any other Loss for which an indemnification claim has been made or could be made under any other representation, warranty, agreement or covenant and shall be computed net of payments actually recovered by the Indemnified Party (or its Affiliates) under any insurance policy with respect to such Losses.

Appears in 5 contracts

Samples: Purchase, Sale and Contribution Agreement, Contribution Agreement, Purchase, Sale and Contribution Agreement (Southcross Energy Partners, L.P.)

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Calculation of Losses. In calculating amounts payable to any Indemnified Party for a claim for indemnification hereunderan indemnified party, the amount of any indemnified Losses shall be determined without duplication giving effect to any “materiality” or “Material Adverse Effect” qualifications set forth in any representations or warranties the inaccuracy or breach of which forms any other Loss part of the basis for which an the related indemnification claim (but such qualifications shall be given effect for purposes of determining whether there has been made an inaccuracy or could be made under any other representation, warranty, agreement or covenant and shall be computed net of payments actually recovered by the Indemnified Party (or its Affiliates) under any insurance policy with respect to such Lossesbreach).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Steven Madden, Ltd.), Stock Purchase Agreement (Steven Madden, Ltd.)

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Calculation of Losses. In calculating amounts payable to any Indemnified Party for a claim for indemnification hereunder, the The amount of any Claim payable by an indemnifying party hereunder to an indemnified Losses party shall be determined without duplication calculated net of any other Loss for which an indemnification claim has been made or could be made under any other representation, warranty, agreement or covenant and shall be computed net of payments amounts actually recovered by the Indemnified Party (such indemnified party under applicable insurance policies or its Affiliates) under from any insurance policy with respect other person alleged to such Lossesbe responsible therefor.

Appears in 1 contract

Samples: Asset Purchase Agreement (Action Performance Companies Inc)

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