Contingent Loss definition

Contingent Loss means any Liability, other than Liabilities governed by the Tax Allocation Agreement or the Employee Matters Agreement, of EWS, SNI, or any of their respective Affiliates, whenever arising, to any Person unless that Person has been released or the Liability to that Person is intended to be released under Article IV, if and to the extent that:
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Contingent Loss shall have the meanings set forth in Section 4.2(d) and 4.5.
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Contingent Loss shall have the meaning ascribed to such term in Section 6.3(c) hereof.
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Examples of Contingent Loss in a sentence

  • Except as contemplated by the last sentence of Section 4.05(f), any Indemnified Party in respect of a Shared Contingent Loss shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but all fees and expenses of such counsel shall be the expense of such Indemnified Party.

  • In any such event, EWS shall be entitled to reimbursement of all the costs and expenses of such defense once a final determination or acknowledgment is made as to the status of the Third-Party Claim; provided, that, if such Third-Party Claim is determined to be a Contingent Loss of EWS, EWS shall be responsible for all such costs and expenses and if such Third-Party Claim is determined to be a Shared Contingent Loss, such costs and expenses shall be shared as provided in Section 4.05(g).

  • If it is determined by the Parties or the Contingent Claim Committee that the Third-Party Claim is a Shared Contingent Loss, the Indemnifying Party determined to have a majority of the Shared Percentage of such Shared Contingent Loss shall assume the defense of such Third-Party Claim; provided, that such Indemnifying Party is solvent.

  • If the Indemnifying Party with a majority of the Shared Contingent Loss is insolvent, the Indemnifying Party with less than a majority of the Shared Contingent Loss shall be entitled (but not obligated) to assume the defense of such Third-Party Claim.

  • EWS shall be entitled (but not obligated) to assume the defense of such Third-Party Claim as if it were the Indemnifying Party hereunder until a determination on whether such Third-Party Claim is a Shared Contingent Loss.

  • Each Exclusive Contingent Loss shall constitute a Liability for which indemnification is provided by EWS or SNI, as the case may be, pursuant to Article IV and shall be subject to the procedures set forth in Article IV with respect thereto.

  • No Indemnified Party may settle or compromise any Third Party Claim that is a Shared Contingent Loss without the consent of the Indemnifying Party that is entitled to or has assumed the defense of such Third Party Claim.

  • Any Net Loss otherwise allocable to a Member but for the Loss Limitation ("Contingent Loss") shall be allocated among the other Members, pro rata based on their respective positive Capital Account balances, subject to the Loss Limitation.

  • As further defined in Section 4.4, that part of the General Partner’s share of Net Loss that is allocated to the Limited Partners’ Capital Accounts pursuant to Section 4.4 below or that is otherwise treated under this Agreement as a Contingent Loss.

  • To the extent an amount of Net Loss is reallocated to Limited Partners pursuant to the proviso of the foregoing sentence, such reallocated Net Loss shall be treated for all purposes of this Agreement as a Contingent Loss.


More Definitions of Contingent Loss

Contingent Loss. As further defined in Section 4.5, that part of the General Partner's share of Partnership Capital Transaction Loss or Net Loss that is allocated to the Limited Partners' Capital Accounts pursuant to Section 4.5 below or that is otherwise treated under this Agreement as a Contingent Loss.
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Contingent Loss has the meaning ascribed to it in Section 6.2(d).
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Related to Contingent Loss

  • Contingent Load means Load payable by the Unit Holder at actual basis to the extent of loss incurred by fund due to disinvestments if Units are redeemed by any major Unit Holder in such period of time that the Management Company believes may adversely affect the interest of other Unit Holder(s). Any Contingent Load received will form part of the Trust Property.

  • Contingent Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum outstanding principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.

  • Contingent Claim means any Claim, the liability for which attaches or is dependent upon the occurrence or happening of, or is triggered by, an event, which event has not yet occurred, happened or been triggered as of the date on which such Claim is sought to be estimated or an objection to such Claim is filed, whether or not such event is within the actual or presumed contemplation of the holder of such Claim and whether or not a relationship between the holder of such Claim and FairPoint now or hereafter exists or previously existed.

  • Contingent Worker means any Invesco consultant or contractor with access to the firm’s internal network systems.

  • Contingent Payment has the meaning set forth in Section 4.2 (Contingent Payments).