Amount of Losses. The determination of the dollar amount of any Buyer Damages or Seller Damages, as the case may be, shall be based solely on the actual dollar value thereof, on a dollar-for-dollar basis, and shall not take into account any multiplier valuations, including any multiple based on earnings or other financial indicia.
Amount of Losses. The amount of any Loss payable hereunder shall be calculated net of any insurance proceeds actually received by the Indemnitee with respect thereto. In the event that an Indemnitee receives any insurance proceeds with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to such insurance proceeds shall be made promptly to the Indemnitor. The Indemnitee shall use commercially reasonable efforts to file insurance claims that may reduce or eliminate Losses.
Amount of Losses. The amount of any Loss payable hereunder shall be reduced by any insurance proceeds which the Indemnified Party may receive with respect to the event or occurrence giving rise to such Losses and shall be reduced by any amounts which Purchaser may receive from third parties in connection with Losses for which indemnification is sought under this Article 6 and shall be reduced by any net reduction in Taxes actually realized by the Indemnified Party in connection with such Losses; provided, however, that the Indemnifying Party shall repay to the Indemnified Party the amount of such net actual reduction in Taxes which is subsequently disallowed pursuant to a determination of a taxing authority. Purchaser shall use commercially reasonable efforts to pursue insurance claims or third party claims that may reduce or eliminate Losses. If the Indemnified Party both collects proceeds from any insurance company or third party and receives a payment from the Indemnifying Party hereunder, and the sum of such proceeds and payment is in excess of the amount payable with respect to the matter that is the subject of the indemnity, then the Indemnified Party shall promptly refund to the Indemnifying Party (or to the Escrow) the amount of such excess to the extent of such Indemnifying Party's indemnification Payments.
Amount of Losses. The amount of any Loss or Recoverable Amount payable hereunder shall be reduced by (i) any insurance proceeds which the Indemnified Party actually collects with respect to the event or occurrence giving rise to such Losses or Recoverable Amounts, as applicable, and (ii) any amounts which the Indemnified Party actually collects from third parties in connection with Losses or Recoverable Amounts, as applicable, for which indemnification is sought under this Article VI, but, in each case, net of any out-of-pocket costs and expenses paid to third parties (including, without limitation, reasonable costs and expenses of outside legal counsel) incurred in connection with the collection of such amounts. The Indemnified Party shall use commercially reasonable efforts to pursue insurance claims or third party claims that may reduce or eliminate Losses and Recoverable Amounts, as applicable. If the Indemnified Party both collects proceeds from any insurance company or third party and receives a payment from the Indemnifying Party hereunder (or, with respect to an IP Indemnitee, offsets amounts owed against the Note), and the sum of such proceeds, net of out-of-pocket collection costs and expenses, and payment or offset, as applicable, is in excess of the Losses or Recoverable Amounts, as applicable, with respect to the matter that is the subject of the indemnity, then the Indemnified Party shall promptly refund to the Indemnifying Party the amount of such excess; provided that to the extent that the Note has not yet matured at such time, the offset amount of the Note with respect to such excess shall not be repaid to the indemnifying Controlling Sellers but shall remain payable in accordance with the terms of the Note.
Amount of Losses. Please state the total amount of monetary losses you have suffered as a result of identity theft, excluding any charge initiated with your authorization, AND have not been reimbursed for: $ . (Please attach all supporting documentation of the identity theft and amount of losses to this Claim Form. Claims submitted without documentation will NOT be considered valid.) Class Member Verification By submitting this claim form and checking the boxes below, I declare under penalty of perjury that I am a member of the Identity Theft Class and that the following statements are true (check each box that applies): I purchased insurance from AvMed, Inc., and was a victim of identity theft between December 2009 and [claims deadline]. As a result of this identity theft, I suffered actual monetary losses, for which I have not been reimbursed, in the amount listed above. That all information provided in this Claim Form is true and correct. The Claims Administrator may audit any and all claims and may require the submission of supplemental information to evaluate any claims. Persons knowingly making false claims may be subject to civil or criminal penalties. I declare under penalty of perjury that the foregoing is true and correct. Signature: Date: Your claim will be submitted to the Claims Administrator for review, if Print Name: accepted you will be mailed a check for your unreimbursed losses, or a lesser pro rata share. This process takes time, please be patient. CLAIM FORMS MUST BE SUBMITTED ONLINE OR POSTMARKED NO LATER THAN [Claims Deadline] TO BE ELIGIBLE FOR PAYMENT. FILE ONLINE AT: xxx.xxxxxxxxxxxxxxxxxxxx.xxx OR MAIL THIS CLAIM FORM TO: Claims Administrator, [Address]. If you have questions, you may call the Settlement Administrator at or call 0-000-000-0000 or Class Counsel at 1-866-354-3015. Exhibit C IF YOU PAID FOR OR RECEIVED HEALTH INSURANCE FROM AVMED, INC. AT ANY TIME THROUGH DECEMBER 2009, PLEASE READ THIS NOTICE CAREFULLY BECAUSE IT COULD AFFECT YOUR RIGHTS. Para una notificacion en Español, visitar www xxx.xxxxxxxxxxxxxxxxxxxx.xxx COURT AUTHORIZED NOTICE OF CLASS ACTION AND PROPOSED SETTLEMENT A proposed class action settlement has been reached in a lawsuit If you fall within the description of the Premium Overpayment regarding the December 2009 theft of two laptop computers Settlement Class and/or Identify Theft Settlement Class, you will be containing the personal information of AvMed Inc.’s customers. a member of either or both of such Classes...
Amount of Losses. The determination of the dollar amount of any Losses subject to indemnification under this ARTICLE IX shall be based solely on the actual dollar value thereof, on a dollar-for-dollar basis.
Amount of Losses. The determination of the dollar amount of any Buyer Indemnified Losses or Seller Indemnified Losses, as the case may be, shall be based solely on the actual dollar value thereof, on a dollar-for-dollar basis, and shall not take into account any multiplier valuations, including any multiple based on earnings or other financial indicia.
Amount of Losses. The amount of any Adverse Consequences payable hereunder shall be reduced by any insurance proceeds to which the indemnified party may be entitled with respect to the event or occurrence giving rise to such Adverse Consequences, shall be reduced by any amounts to which the Buyer may be entitled from third parties in connection with losses for which indemnification is sought under this Section 8 and shall be reduced appropriately to take into account any tax benefit recognized by the indemnified party in connection with such Adverse Consequences based upon the highest blended (federal, state, local and foreign) marginal income tax rate applicable to the indemnified party during the taxable year for which a return was most recently filed with the IRS (based on the date of the indemnity claim). The indemnified party shall use commercially reasonable best efforts to pursue insurance claims or third party claims that may reduce or eliminate Adverse Consequences. If the indemnified party both collects proceeds from any insurance company or third party and receives a payment from the indemnifying party hereunder, and the sum of such proceeds and payment is in excess of the amount payable with respect to the matter that is the subject of the indemnity, then the indemnified party shall promptly refund to the indemnifying party the amount of such excess.
Amount of Losses. For purposes of determining the amount of Losses resulting from any misrepresentation or breach of a representation or warranty (but not for purposes of determining whether there has been a breach), the amount of any Loss shall be determined without regard to any materiality or Material Adverse Effect qualifiers in Article 18, Article 19, Article 20 and Article 21, it being the understanding of the Parties that for purposes of determining the amount of Losses under this Article 23, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included there. 76
Amount of Losses. The amount of losses shall be computed net of any related recoveries to which the Indemnified Party is entitled under insurance policies, or other payments received or currently receivable from third parties.
