Net Damages Sample Clauses

Net Damages. Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by an Indemnified Party shall be calculated after giving effect to any proceeds or recoveries actually received by the Indemnified Party from any other third party, including any proceeds from insurance policies covering the event or claim giving rise to the indemnification obligation, net of the reasonable costs incurred by Purchaser or any of its Affiliates in obtaining any such proceeds or recoveries.
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Net Damages. Notwithstanding anything contained herein to the contrary, the amount of any Damages incurred or suffered by an Indemnified Party shall be calculated after giving effect to (i) any insurance proceeds actually received by the Indemnified Party (or any of its Affiliates) with respect to such Damages (net of any retroactive-premiums or other costs incurred by the Indemnified Party or its Affiliates), (ii) any Tax benefit actually realized by the Indemnified Party (or any of its Affiliates) arising from the facts or circumstances giving rise to such Damages (net of the Tax costs to be borne by the Indemnified Party by reason of the receipt of such benefit) and (iii) any net recoveries actually obtained by the Indemnified Party (or any of its Affiliates) from any other third party. Each Indemnified Party shall exercise commercially reasonable efforts to obtain such proceeds, benefits and recoveries; provided, that such obligation on the party of the Indemnified Party shall not give the Indemnifying Party the right to delay any payment required to be paid by the Indemnifying Party pursuant to this Article VIII. If any such proceeds, benefits or recoveries are received by an Indemnified Party (or any of its Affiliates) with respect to any Damages after an indemnification payment with respect thereto, the Indemnified Party (or such Affiliate) shall promptly pay to the Indemnifying Party the amount of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Party’s payment).
Sample 1Sample 2
Net Damages. Notwithstanding anything contained herein to the contrary, the amount of any Damages incurred or suffered by an Indemnified Party shall be calculated after giving effect to (A) any proceeds, benefits or recoveries obtained by the Indemnified Party (or any of its Affiliates) from any other third party, including any proceeds from insurance policies covering the event or claim giving rise to the indemnification obligation and (B) the amount of any Tax Benefit to the Indemnified Party resulting from the event or claim giving rise to the indemnification obligation. If any such proceeds, benefits or recoveries are received by an Indemnified Party (or any of its Affiliates) with respect to any Damages after the Indemnified Party (or any Affiliate) has received the benefit of any indemnification hereunder with respect thereto, the Indemnified Party (or such Affiliate) shall pay to the Indemnifying Party the amount of such proceeds, benefits or recoveries, unless such benefits were taken into account in calculating such Damages (up to the amount of the Indemnifying Party's payment).
Sample 1
Net Damages. All claims for indemnification of Damages incurred by any SurModics Indemnitee will be decreased by (i) any proceeds of insurance actually received by such person with respect to such claim and (ii) any tax benefit realized by such person resulting from the claim, and will be increased by (i) any tax detriment suffered by such person resulting from the receipt of any indemnification.
Sample 1
Net Damages. All Damages receivable by an indemnified party under this Article X shall be net of insurance proceeds, the reasonable cost of recovering the amount of coverage from the insurer, and recoveries from third parties (except cost of collection from such third parties which shall be indemnifiable Damages) actually received by such indemnified party. The amount of any Damages shall be net of any tax benefits or savings realized or to be realized by the indemnified party as a result of the matter giving rise to the claim for indemnification.
Sample 1
Net Damages. Notwithstanding anything contained herein to the contrary, the amount of any Damages incurred or suffered by an Indemnified Party shall be calculated after giving effect to (i) any insurance proceeds actually received by the Indemnified Party (or any of its Affiliates) with respect to such Damages (net of any retroactive-premiums or other costs incurred by the Indemnified Party or its Affiliates), (ii) any Tax benefit actually realized by the Indemnified Party (or any of its Affiliates) arising from the facts or circumstances giving rise to such Damages (net of the Tax costs to be borne by the Indemnified Party by reason of the receipt of such benefit) and (iii) any net recoveries actually obtained by the Indemnified Party (or any of its Affiliates) from any other third party. Each Indemnified Party shall exercise commercially reasonable efforts to obtain such proceeds, benefits and recoveries; provided, that such obligation on the party of the Indemnified Party shall not give the Indemnifying Party the right to delay any payment required to be paid by the Indemnifying Party pursuant to this Article
Sample 1
Net Damages. The amount of any Damages for which indemnification is provided under this ARTICLE VI shall be net of any amounts recoverable by the Indemnified Party under insurance policies with respect to such Damages.
Sample 1
AutoNDA by SimpleDocs
Net Damages. Net Damages shall be equal to the amount owing by the ----------- Buyer Obligors, Companies, Partnerships or their Affiliates and partners to Southern California Edison Company ("Edison") pursuant to an adverse final, nonappealable judgment or settlement pursuant to the SCE Litigation net of all payments and the fair value of all other benefits received or to be received by the Buyer Obligors, the Companies, the Partnerships or their Affiliates and partners arising out of or related in any way to the SCE Litigation. For purposes of the forgoing, payments received by the Partnerships from Edison solely for the Partnerships claims related to the escalation of the fixed price energy payment schedule for 1999 and 2000 from 14.6 cents per kWh to 15.6 cents per kWh shall be excluded from the benefits received up to, but not in excess of, $5,700,000.
Sample 1

Related to Net Damages

  • Direct Damages Each of the Parties shall be liable to the other for any direct damages arising out of or relating to its performance or failure to perform under this Agreement.

  • Indirect Damages To the maximum extent permitted by Law, the Stripe Parties will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term (whether in contract, negligence, strict liability or tort, or on other legal or equitable grounds) for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or the Stripe Parties have been advised of their possibility.

  • Exclusion of Consequential Damages ‌ Notwithstanding anything contained herein to the contrary, neither Party will be liable under this Agreement or under any cause of action relating to the subject matter of this Agreement for any special, indirect, incidental, punitive, exemplary or consequential damages, including loss of profits, loss of use of any property or claims of customers or contractors of the Parties for any such damages.

  • Special Damages NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, AND EXCEPT AS PROVIDED BELOW, IN NO EVENT WILL EITHER PARTY OR ANY PERSON IN ITS GROUP BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNITEE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES, INCLUDING SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS (OTHER THAN DAMAGES OR LOST PROFITS CONSTITUTING EXCLUDED LIABILITIES), TO A PERSON WHO IS NOT IN EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 11.17.

  • Exclusion of Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

  • Punitive Damages The Administrative Agent, the Lenders and the Borrower hereby agree that no such Person shall have a remedy of punitive or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damages that they may now have or may arise in the future in connection with any Dispute, whether such Dispute is resolved through arbitration or judicially.

  • Consequential Damages Neither party to this Agreement shall be liable to the other party for special, indirect or consequential damages under any provision of this Agreement or for any special, indirect or consequential damages arising out of any act or failure to act hereunder.

  • No Special Damages In no event shall either party be liable hereunder (whether in an action in negligence, contract or tort or based on a warranty or otherwise) for any indirect, incidental, special or consequential damages incurred by the other party or any third party, even if the party has been advised of the possibility of such damages.

  • Disclaimer of Consequential Damages Notwithstanding any provision to the contrary, in no event shall any Party be liable to another Party for any incidental, consequential, special, exemplary or indirect damages, lost business profits or lost data arising out of or in any way related to the Contract Documents.

  • DISCLAIMER OF DAMAGES IN NO EVENT SHALL ST AND ITS AFFILIATES BE LIABLE TO THE LICENSEE AND ITS CUSTOMERS FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST SAVINGS, LOSS OF BARGAIN OR OPPORTUNITY, PROFESSIONAL FEES OR EXPENSES, BUSINESS INTERRUPTION, LOST REVENUES OR SALES, DAMAGE TO PRODUCT OR EQUIPMENT OR TO FACILITIES, COSTS OF SUBSTITUTE PRODUCT, FACILITIES OR SERVICES, REWORK CHARGES, COSTS ASSOCIATED WITH DOWN TIME, LOSS OF GOODWILL, LOSS OF DATA OR FOR ANY DAMAGES COSTS OR EXPENSES ASSOCIATED WITH WARRANTY OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, WHETHER FORESEEABLE OR UNFORESEEABLE AND WHETHER OR NOT SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY – EVEN IF LICENSEE HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM OR IN CONNECTION WITH THIS PLLA. ST AND ITS AFFILIATES AGGREGATE AND CUMULATIVE LIABILITY UNDER THIS PLLA SHALL NOT EXCEED 100 USD (ONE HUNDRED USD). THE LIMITATIONS SET FORTH IN THIS ARTICLE 8 SHALL ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

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