Shared Losses Sample Clauses
The Shared Losses clause establishes how financial losses will be distributed among the parties involved in an agreement. Typically, this clause outlines the proportion or method by which each party will bear a share of any losses that arise, such as specifying equal division or allocation based on ownership percentages. Its core practical function is to ensure fairness and transparency in loss allocation, preventing disputes by clearly defining each party’s responsibility in the event of a loss.
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Shared Losses. Losses, if incurred, will be paid by ACO and Participants according to the Performance Year Shared Risk and Savings Policy as set forth in the Agreement and each Participant’s Maximum Risk and Sharing Limit.
Shared Losses. (i) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 7.5(a) and (b), responsibility for such Tax-Related Loss shall be shared by B/E and KLX according to relative fault.
(ii) To the extent that any Tax-Related Loss is not subject to indemnity under either Section 7.5(a) or (b), responsibility for such Tax-Related Loss shall be shared by B/E and KLX according to the B/E Group Percentage and the KLX Group Percentage, respectively.
Shared Losses. Losses, if incurred, will be paid by ACO and Participants in a manner consistent with ACO strategy and approved by the Board of Managers. The Board of Managers may alter or amend the policies for Shared Losses during the term of this Agreement.
Shared Losses. All Losses arising from any Third Party claim relating to the Exploitation of a Licensed Product in the Territory, including fees and disbursements to counsel, incurred by either Party or its Affiliates in connection with the defense of any such Third Party claim brought in the Territory (“Shared Loss Costs”) will be shared in accordance with Article 12 (Payments); [***] For the avoidance of doubt, Losses of a Party or its Affiliates to the extent required to be indemnified under Section 16.1(c) (Indemnification of Terray by Odyssey) or Section 16.2(c) (Indemnification of Odyssey by Terray) will be included in Shared Loss Costs and shared in accordance with Article 12 (Payments).
Shared Losses. Any Losses, other than those Losses covered in Article 7 or for which indemnification is provided in Sections 11.1 or 11.2, in connection with any Third Party Claim brought against either Party or its Affiliates resulting directly or indirectly from (i) the performance of Discovery Activities or the Development of any Molecule or Product anywhere in the world by or on behalf of either Party, or (ii) Commercialization of any Co-Promotion Product, or the Manufacture of any Co-Promotion Product for use in Commercialization activities, shall be shared equally by the Parties. With respect to Losses described in clause (i), the Party that initially incurs any such Loss shall promptly notify the other Party of the incurrence of such Loss and such other Party shall reimburse the paying Party an amount equal to […***…] percent ([…***…]%) of such Loss not later than […***…] ([…***…]) days after the paying Party provides such other Party reasonable documentation of such incurred Loss. Losses described in clause (ii) shall be included as an Allowable Expense. If either Party learns of any Third Party Claim with respect to Losses covered by this Section 11.3, such Party shall provide the other Party with prompt written notice thereof. The Parties shall confer with respect to how to respond to such Third Party Claim and how to handle such Third Party Claim in an efficient manner. In the absence of such an agreement, AbbVie shall have the right to take such action as it deems appropriate.
Shared Losses the amount to be paid by the Contractor to EOHHS under the Contractor’s Risk Track, in the event the Contractor has Losses, as described in Section 2.7.
Shared Losses. The portion of the difference between Target Spend and Actual Spend that is to be paid by Contractor to EOHHS.
Shared Losses. The Parties agree that, for each applicable Downside Risk Year during the Term of this Agreement and pursuant to ACO’s Shared Losses Policy: (i) Caravan, in its sole authority, shall obtain, on ACO’s behalf, one or more repayment mechanisms acceptable to CMS (individually or collectively, as context requires, the “Repayment Mechanism”); (ii) ACO must maintain said Repayment Mechanism; (iii) the amount required for maintaining said Repayment Mechanism(s) may vary, as and to the extent required by the MSSP Regulations; (iv) Participant will make any applicable payment under the Shared Losses Policy; and (v) if Participant fails to timely make payment under the Shared Losses Policy, ACO may terminate Participant’s participation in the ACO’s accountable care organization. Participant hereby expressly authorizes ACO’s submission of all necessary paperwork and filings with CMS to effectuate the foregoing.
Shared Losses. 13.3.1 Any Losses arising out of any Third Party Claim brought against any BioNTech Indemnitee or BMS Indemnitee to the extent arising from or occurring as a result of the Exploitation of any Licensed Antibody or Licensed Product in the Field in the Territory during the Term pursuant to this Agreement or any Ancillary Agreement (including product liability claims, personal injury or death resulting from use of any Licensed Product) for which (a) BMS is not otherwise obligated to indemnify a BioNTech Indemnitee pursuant to Section 13.1 or (b) BioNTech is not otherwise obligated to indemnify a BMS Indemnitee pursuant to Section 13.2 (such Losses, “Shared Losses”) shall be shared by the Parties as Other Shared Expenses. For clarity, nothing in this Section 13.3.1 precludes a Party from exercising its right to indemnification under Section 13.1 or Section 13.2, if applicable.
13.3.2 If either Party or any of its Affiliates receives notice of a Third Party Claim with respect to any Shared Losses, such Party shall promptly notify the other Party in writing of such Third Party Claim.
13.3.3 The Parties shall coordinate in good faith regarding the defenses of any Shared Losses arising out of a Third Party Claim; provided that in the absence of any agreement regarding such defense (a) the Party against whom any such Third Party Claim is brought shall have the right to control the defense of such Third Party Claim (provided that if such Third Party Claim is brought against both Parties, then the JSC shall determine which Party has the right to control the defense of such Third Party Claim and [***] of the Parties shall jointly decide on the choice of counsel), provided that the Party controlling the defense will keep the other Party informed regarding the status of such defense and the Parties shall mutually agree on the strategy for such defense; (b) the other Party may participate in, but not control, such defense at its cost and expense; and (c) the other Party shall cooperate in the defense thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith (such cooperation as described in Section 13.4.4). If the Parties cannot mutually agree on the strategy for the defense of such Third Party Claim, then the dispute shall be referred to [***] of each of the Parties to jointly make final decisions with res...