Excepted Losses definition

Excepted Losses means (a) Losses based on breaches of the Fundamental Representations, Section 3.13 of this Agreement, Section 3.11 of the MOC Purchase Agreement or covenants in this Agreement or the MOC Purchase Agreement relating to Taxes that are indemnified pursuant to Section 10.2(b)(i), Section 10.2(b)(ii), Section 10.2(d)(i) or Section 10.2(d)(ii), (b) Losses that are indemnified as Seller Taxes as set forth in Section 10.2(b)(iv), MOC Seller Taxes as set forth in Section 10.2(d)(iii) or in respect of Sellers’ own Taxes as set forth in Section 10.2(d)(iii) or (f), (c) Losses arising from Fraud, or (d) Losses that are indemnified pursuant to Section 10.2(b)(iii).
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Excepted Losses shall have the meaning given those terms in Section 10.6.
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Excepted Losses means (a) Losses based on breaches of the Fundamental Representations, Section 3.13 of this Agreement, Section 3.11 of the MOC Purchase Agreement or covenants in this Agreement or the MOC Purchase Agreement relating to Taxes that are indemnified pursuant to Section 10.2(b)(i), Section 10.2(b)(ii), Section 10.2(d)(i) or Section 10.2(d)(ii), (b) Losses that are indemnified as Seller Taxes as set forth in Section 10.2(b)(iv), MOC Seller Taxes as set forth in Section 10.2(d)(iii) or in respect of Sellers’ own Taxes as set forth in Section 10.2(d)(iii) or (f), (c) Losses arising from Fraud, or (d) Losses that are indemnified pursuant to Section 10.2(b)(iii). “Execution Date” has the meaning provided such term in the Preamble. “Facilities” has the meaning provided such term in the MOC Purchase Agreement. “Final Adjustment Amount” has the meaning provided such term in Section 2.3(b). “Final Allocation Schedule” has the meaning provided such term in Section 2.4(b). “Financial Statements” has the meaning provided such term in Section 3.6(a). 5
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Examples of Excepted Losses in a sentence

  • Notwithstanding the foregoing, the limitations set forth in this Section 10.4(a) shall not apply to Excepted Losses.

  • The Indemnity Escrow Fund shall be the sole source of recovery of the Indemnified Parties with respect to indemnification claims brought pursuant to this Agreement, other than claims to recover Excepted Losses.

  • In the case of Excepted Losses, (i) Seller’s aggregate liability for such Losses shall be limited to the Purchase Price, and (ii) there shall not be a Basket Amount.

  • With respect to the Excepted Losses, the maximum aggregate Damages payable by the Effective Time Holders shall be limited to such Person’s Pro Rata Share of the Merger Consideration and, except with respect to any matter described in Section 8.2(b), the Escrow Amount shall be the first source, but not the sole source to satisfy such Excepted Losses.

  • The limits on Excess Indemnification Payments set forth in the foregoing sentence shall not apply to indemnification claims brought by Indemnified Parties pursuant to Section 7.2 for Excepted Losses resulting from fraud or intentional misconduct.


More Definitions of Excepted Losses

Excepted Losses means (a) Losses based on breaches of the Fundamental Representations, Section 3.13 of this Agreement, Section 3.11 of the MOC Purchase Agreement or covenants in this Agreement or the MOC Purchase Agreement relating to Taxes that are indemnified pursuant to Section 10.2(b)(i), Section 10.2(b)(ii), Section 10.2(d)(i) or Section 10.2(d)(ii),
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Excepted Losses shall have the meaning specified in Section 8.4 of this Agreement.
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Related to Excepted Losses

  • Excepted Payments means and include (i)(A) any right, title or interest to any indemnity (whether or not constituting Supplemental Rent and whether or not a Lease Event of Default exists) payable to either the Owner Lessor, the Lessor Manager, the Trust Company, or the Owner Participant or to their respective Indemnitees and successors and permitted assigns (other than the Indenture Trustee) pursuant to Section 2.3, 9.1, 9.2, 11.1 or 11.2 of the Participation Agreement, and any payments under any Tax Indemnity Agreement (provided that Excepted Payments shall not include any Periodic Rent) or (B) any amount payable by the Facility Lessee to the Owner Lessor or the Owner Participant to reimburse any such Person for its costs and expenses in exercising its rights under the Operative Documents or the South Point Ground Lease, (ii)(A) insurance proceeds, if any, payable to the Owner Lessor or the Owner Participant under insurance separately maintained by the Owner Lessor or the Owner Participant with respect to the Facility as permitted by Section 3(b) of Schedule 5.31 to the Participation Agreement or (B) proceeds of personal injury or property damage liability insurance maintained under any Operative Document or the South Point Ground Lease for the benefit of the Owner Lessor or the Owner Participant, (iii) any amount payable to the Owner Participant as the purchase price of the Owner Participant's right and interest in the Member Interest, (iv) all other fees expressly payable to the Owner Participant under the Operative Documents, (v) any payments in respect of interest, or any payments made on an After-Tax Basis, to the extent attributable to payments referred to in clause (i) through (vi) above; (vii) any amounts paid to the Owner Lessor as reimbursement for amounts expended pursuant to Section 20 of the Facility Lease; (viii) proceeds of the items referred to in clause (i) through (vii) above; and (ix) any rights to demand, collect, sue for, or otherwise receive and enforce payment of the foreg▇▇▇g amounts, including under the Calpine Guaranty, but without limiting clause (v) of this definition above.

  • 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.

  • Excepted Property The meaning assigned in the Granting Clauses hereof.

  • Excluded Loss means any:

  • excepted fund means any: (1) money market fund; (2) fund that issues securities that are listed on a national exchange; and (3) fund that affirmatively permits short-term trading of its securities, if its prospectus clearly and prominently discloses that the fund permits short-term trading of its securities and that such trading may result in additional costs for the fund.