Direct Loss definition
Direct Loss means, in respect of either Party, any losses, liabilities, expenses, damages, costs and claims (including Claims) arising directly as a result of the other Party's failure to perform its obligations under this Agreement, and for the avoidance of doubt, includes, in respect of the Seller, any loss of payment which would have been due to it but for the Buyer's breach of this Agreement;
Direct Loss means charges actually paid pursuant to this Agreement in respect of the period of the Delay. For the purposes of clause 13.4, the User's losses arising out of a Delay will be taken to include the amount of the relevant Direct Losses.
Direct Loss means any loss, liability, claim, damage or expense (including reasonable attorney's fees and expenses) incurred by the Investor; it being understood that a Direct Loss shall not include (i) any consequential, incidental or punitive damages, (ii) any Company Level Loss or (iii) any loss or damage suffered by the Investor as a result of a diminution in value (either directly or indirectly) of the interest held by the Investor in Holdco.
Examples of Direct Loss in a sentence
The Indemnifying Party will have a period of 20 Business Days within which to respond to such claim of a Direct Loss.
The Indemnitee shall provide the Indemnifying Party with such other information with respect to the Direct Loss as the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party and its counsel, including permitting reasonable access to books, records, and personnel, in connection with determining the validity of any claim for indemnification by the Indemnitee and in otherwise resolving such matters.
The Indemnifying Party will have a period of 30 Business Days within which to respond to such claim of a Direct Loss.
The Indemnifying Party will have a period of twenty (20) Business Days within which to respond to such claim of a Direct Loss.
Lost revenues, lost profits, lost savings and reputational damage shall not qualify as Direct Loss; instead they shall qualify as indirect losses.
More Definitions of Direct Loss
Direct Loss means any loss characterised at law as direct loss and excludes all indirect, special or consequential loss. ‘Equipment’ means the items of hardware leased, rented or purchased from Arrow to the Customer under this Agreement. ‘Force Majeure’ means any cause not within the reasonable control of a party and which that party cannot reasonably prevent or overcome, as a result of which such party is unable to perform its obligations under this Agreement and shall include, in the case of Arrow, any delay or failure caused by Arrow’s contractors or Network Operator but shall exclude any failure to pay the Charges. ‘Gross Recurring Charges’ means any recurring charges applicable to the Customer, as defined in the Product Agreement, prior to any Customer-specific discounts being applied. ‘Infrastructure Provider’ means a third party provider of Service Infrastructure, including Network Operators and Cloud Service Providers, and third party providers of data centres and software. ‘Intellectual Property Rights’ means any and all intellectual property rights including patents, trademarks, design rights, copyright, rights in databases, domain names, topography rights, and all similar rights (whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world) together with any and all goodwill relating or attached thereto and the right to apply for registration of and/or register such rights and all extensions and renewals thereof. ‘IP Address’ means an IP address allocated to the Customer for the use of one or more Products. ‘Legislation’ means any statute, statutory provision or subordinate legislation in force from time to time. ‘Liability’ means all liability including liability for breach of contract, negligence, breach of statutory duty and/or tort, any liability in relation to any indemnity and any other liability howsoever arising. ‘Losses’ means losses, damages, costs, claims, proceedings, expenses and liabilities (including reasonable legal fees). ‘Network’ means a telecommunications network run by a Network Operator in respect of which Arrow is providing resale services. ‘Network Operator’ means an organisation operating a telecommunications network or hosted services environment, which has in each case been duly authorised to do so. ‘Number’ means a telephone number used for receiving the Services, whether or not allocated by Arrow. ‘Product’ means one of Arrow’s standard products from time to tim...
Direct Loss means any cost or expense that a party reasonably incurs as a direct result of, and flowing naturally from the other party’s breach of Contract, act, omission or negligence, including any liquidated damages or any other payment of loss or damages expressly provided for under this Contract;
Direct Loss means loss, injury, damage or expense suffered or incurred by the Affected Party that results directly from, whether solely or in part, the First Party’s breach of this agreement (whether negligent or otherwise), but does not include:
Direct Loss means loss or damage which is not Indirect Loss;
Direct Loss means any loss, liability, claim, damage or expense (including reasonable attorney's fees and expenses)
Direct Loss means the aggregate amount of the Train Operator's demonstrable: (a) (i) bus and taxi hire costs; (ii) publicity costs; (iii) train planning and diagramming costs; (iv) other costs directly related to the organisation and management of the Train Operator's response to a Restriction of Use,
Direct Loss means any loss, liability, claim, damage or expense (including reasonable legal fees and expenses) incurred by (i) any Shareholder Indemnitee arising from, relating to or as a result of the inaccuracy at the time made or deemed made of any of the representations or warranties set forth in: (a) Section 5(B) of the Merger Agreement; and (b) Section 5 of the Stock Purchase Agreement; or (ii) RSI Indemnitees arising from, relating to, or as a result of the inaccuracy at the time made or deemed made of any of the representations or warranties set forth in: (a) Section 4(B) of the Merger Agreement; (b) Section 4 of the Stock Purchase Agreement and (c) Article II, Section (B) of the UK Agreement; it being understood that a Direct Loss shall not include (x) any consequential, incidental or punitive damages, (y) any loss or damages suffered by such party as a result of the diminution in value (either directly or indirectly) of the interest held by such party in the Holdco, or (z) any Company Level Loss.