Article X Losses definition

Article X Losses means any and all losses, claims, shortages, damages, liabilities, expenses (including attorneys’ and accountants’ fees actually and reasonably incurred, including in respect of any action brought to enforce the indemnity rights under this Article X), (including interest or penalties thereon), sustained, suffered or incurred by any Article X Indemnified Person arising from any such matter that is the subject of indemnification under Section 10.2.
Sample 1

Examples of Article X Losses in a sentence

  • For purposes of any notice requirement or provision in this Article X, Losses shall include a Loss, whether or not actually incurred or paid.

  • For all purposes of this Article X, "Losses" shall be net of the estimated present value of any tax benefits received by or accruing to the Indemnified Party.

  • For all purposes of this Article X, "Losses" shall be net of (i) any insurance or other recoveries actually paid to an indemnified party or its Affiliates in connection with the facts giving rise to the right of indemnification, and (ii) the amount of any Tax benefit actually realized by an indemnified party or any of its Affiliates attributable to such Losses.

  • For all purposes of this Article X, "Losses" shall be net of (i) any insurance payable to the Indemnified Party from its own insurance policies in connection with the facts giving rise to the right of indemnification and (ii) any actual reduction in Tax to the Indemnified Party.

  • For all purposes of this Article X, "Losses" shall be net of (i) any insurance payable to the Indemnified Party from its own insurance policies in connection with the facts giving rise to the right of indemnification and (ii) the estimated present value of any Tax benefits received by or accruing to the Indemnified Party.

Related to Article X Losses

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Buyer Losses shall have the meaning set forth in Section 8.2.

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Net Losses means, for each fiscal year or other period, an amount equal to the Partnership's taxable income or loss for such year or period determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Cumulative Net Losses means, as of any date of determination, the aggregate cumulative principal amount of all Receivables that have become Liquidated Receivables since the Initial Cutoff Date, net of all Net Liquidation Proceeds and Recoveries with respect to such Receivables as of last day of the most recently ended Collection Period.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Liquidating Losses means any net loss realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any event of liquidation of the Partnership), including but not limited to net loss realized in connection with an adjustment to the book value of Partnership assets under Section 6.2 hereof.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Aggregate Net Losses means, with respect to a Collection Period, an amount equal to the aggregate Principal Balance of all Receivables that became Defaulted Receivables during such Collection Period minus all Net Liquidation Proceeds collected during such Collection Period with respect to all Defaulted Receivables.

  • Direct Losses means all damages, losses, liabilities, penalties, fines, assessments, claims, actions, costs, expenses (including the cost of legal or professional services, legal costs being on a substantial indemnity basis), proceedings, demands and charges whether arising under statute, contract or at common law, except Indirect Losses.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Covered Losses means any and all losses, assessments, fines, penalties, administrative orders, obligations, judgments, amounts paid in settlement, costs, expenses, liabilities and damages (whether actual, consequential or punitive), including interest, penalties, reasonable court costs and attorney’s fees, disbursements and costs of investigations, deficiencies, levies, duties and imposts.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.