Net Liability Clause Samples

Net Liability. Notwithstanding any provision of this Agreement, every liability of Assignee to ▇▇▇▇▇▇ Estate is subject to and conditioned upon the recoupment of any and all liabilities owing from ▇▇▇▇▇▇ Estate to Assignee, so as to establish a net liability. However, Assignee shall not reduce the amounts of its payments under Article 4 based on its net liability unless (i) this Agreement is properly terminated pursuant to Section 9.2 for ▇▇▇▇▇▇ Estate’s uncured material breach of the Agreement, or (ii) a dispute resolution is pending with regard to whether Assignee has the right to terminate pursuant to Section 9.2 for ▇▇▇▇▇▇ Estate’s uncured material breach of the Agreement,. In the case that such a dispute resolution is pending, Assignee will deposit and maintain in a separate account the amount of its damages and deduct the deposited amounts from payments to ▇▇▇▇▇▇ Estate; the separate account shall belong to Assignee and be used to pay any back amounts due if Assignee does not prevail in dispute resolution.

Net Liability. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our derivatives classified as level 3 (in millions): Beginning Balance......................................................................................................... $ 74 $ (21) Unrealized gains/(losses): Included in earnings (1) ........................................................................................... 46 68 Settlements and derivatives entered into during the period ....................................... (105) (8) Ending Balance .............................................................................................................. $ (28) $ 74 Change in unrealized gains/(losses) included in earnings relating to level 3 derivatives still held at the end of the periods............................................................ $ 31 $ 44 (1) Unrealized gains and losses associated with level 3 commodity derivatives are reported in our consolidated statements of operations as supply and logistics segment revenues. Gains and losses associated with interest rate derivatives are reported in our consolidated statements of operations as either other income, net or interest expense. Gains and losses associated with foreign currency derivatives are reported in our consolidated statements of operations as either supply and logistics segment revenues, purchases and related costs, or other income, net. We believe that a proper analysis of our level 3 gains or losses must incorporate the understanding that these items are generally used to hedge our commodity price risk, interest rate risk and foreign currency exchange risk and are therefore offset by the underlying transactions.

Net Liability. For the purpose of this Article 6, in computing any individual or aggregate amounts of liabilities for indemnification, the amount of each liability shall be deemed to be an amount (i) net of any reasonably anticipated tax benefit to the Indemnified Party; (ii) net of any insurance proceeds which the Indemnified Party, or in the case of a liability of the Company to Charter Oak, the Indemnifying Party, has received and any indemnity, contribution or other similar payment payable by any third party to the Indemnified Party, or in the case of a liability of the Company to Charter Oak, the Indemnifying Party, with respect thereto; and

Net Liability. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our derivatives classified as level 3 (in millions): Beginning Balance $ (28) $ 74 Unrealized gains/(losses): Included in earnings (1) (22) 46 Included in other comprehensive income 3 (43) Settlements and derivatives entered into during the period 33 (105) Ending Balance $ (14) $ (28) Change in unrealized gains/(losses) included in earnings relating to level 3 derivatives still held at the end of the periods $ (27) $ 31

Net Liability. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our derivatives measured at fair value using inputs classified as level 3 in the fair value hierarchy (in millions): Balance as of January 1, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(21) Realized and unrealized gains (losses): Included in earnings(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 Included in other comprehensive income . . . . . . . . . . . . . . . . 35 Purchases, issuances, sales and settlements . . . . . . . . . . . . . . . . . (8) Transfers into or out of level 3(2) . . . . . . . . . . . . . . . . . . . . . . . . — Balance as of December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . $ 74 Change in unrealized gains (losses) included in earnings relating to level 3 derivatives still held as of December 31, 2008(3) . . . . . . . . $ 44