Eligible Insurance Proceeds shall have the meaning set forth in Section 9.5(g).
Eligible Insurance Proceeds shall have the meaning set forth in Section 8.07(c).
Eligible Insurance Proceeds means, with respect to Losses to be reimbursed by an Indemnifying Party that may be covered, in whole or in part, by third party insurance coverage, the amount of insurance proceeds actually received in cash under such third party insurance coverage with respect to such Losses, net of the costs in seeking such collection.
Examples of Eligible Insurance Proceeds in a sentence
Any amount payable by an Indemnifying Party pursuant to this Article X shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds.
Any amount payable by an Indemnifying Party pursuant to this Article VI shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds.
Each of Seller, the Shareholder and Buyer agree that with respect to each indemnification obligation set forth in this Article VI: (i) all Losses shall be net of any Eligible Insurance Proceeds, and (ii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for any punitive or special damages other than punitive or special damages payable to third parties in connection with a Third Party Claim.
Any amount payable by an Indemnifying Party pursuant to this Article VIII shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds.
Any amount payable by an Indemnifying Party pursuant to this Article 8 shall be paid promptly and payment shall not be delayed pending any determination of Eligible Insurance Proceeds.
More Definitions of Eligible Insurance Proceeds
Eligible Insurance Proceeds means, with respect to Losses to be reimbursed by the Indemnifying Party that may be covered, in whole or in part, by third-party insurance coverage, the maximum amount of insurance proceeds actually received in cash under such third-party insurance coverage with respect to such Losses, net of the costs (including any premium increases) in seeking such collection.
Eligible Insurance Proceeds has the meaning set forth in Section 12.4(e).
Eligible Insurance Proceeds is defined in Section 8.4(e).
Eligible Insurance Proceeds has the meaning specified in Section 9.6(d).
Eligible Insurance Proceeds shall have the meaning set forth in Section 3.7(d). “Employee Matters Agreement” means the Employee Matters Agreement, dated as of the date hereof, by and among Remainco, Spinco and Merger Partner and attached hereto as Exhibit B. “Encumbrance” means any lien, pledge, hypothecation, charge, mortgage, deed of trust, easement, encroachment, imperfection of title, title exception, title defect, right of possession, lease, tenancy license, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset). “Entity” means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity. “Environmental Law” shall have the meaning set forth in the Merger Agreement. “Environmental Permit” shall have the meaning set forth in the Merger Agreement. “Equity Interests” means, with respect to any Person, (a) any capital stock, voting securities, limited liability company interests, partnership units or other equity of such Person, (b)
Eligible Insurance Proceeds shall have the meaning set forth in Section 10.3(d). “Encumbrance” shall mean any lien, mortgage, deed of trust, right-of-way, right of setoff, assessment, security interest, pledge, lease, attachment, adverse claim, levy, charge, easement, restriction, license, encumbrance or other similar restriction or any conditional sale Contract, title retention Contract or other Contract giving rise to any of the foregoing. “Escheat Deposits” shall mean Deposits and associated checks which become subject to escheat, prior to the Closing Date, to any Governmental Entity pursuant to applicable unclaimed property laws. “Estimated Payment Amount” shall have the meaning set forth in Section 3.1(b). “Estimated Purchase Price” shall mean the Purchase Price as of the close of business on the date that is eight Business Days prior to the Closing Date. “Estimated Settlement Amount” shall mean, as of the close of business on the date that is eight Business Days prior to the Closing Date, the aggregate amount equal to: (a) the aggregate principal balance of, plus Accrued Interest on, the Deposits; minus
Eligible Insurance Proceeds has the meaning specified in Section 9.6(d). “Employment Transfer Date” has the meaning specified in Section 6.9(a). “Enforceability Exceptions” has the meaning specified in Section 3.2(b). “GAAP” means generally accepted accounting principles in the United States. “Governmental Authorizations” has the meaning specified in Section 6.3(a). “Governmental Entity” means any foreign, federal, state, local or other governmental, legislative, judicial, administrative or regulatory authority, agency, commission, board, body, court or entity or any instrumentality thereof or any self-regulatory body or arbitral body or arbitrator. “Indemnified Party” has the meaning specified in Section 9.3(a). “Indemnifying Party” has the meaning specified in Section 9.3(a). “Insurance Policies” means any and all insurance contracts, policies, certificates, binders, slips, covers or other agreements of insurance, including all supplements, riders and endorsements issued or written in connection therewith and extensions thereto, as to the Northeast Homeowners Lines, and issued, renewed, assumed, reinsured or written by or on behalf of Seller. For the avoidance of doubt, the Insurance Policies shall not include any insurance contracts, policies, certificates, binders, slips, covers or other agreements of insurance (a) as to commercial lines, (b) written outside the Territory or (c) not identified as constituting Northeast Homeowners Lines as defined herein. “Knowledge” means the actual knowledge, after reasonable inquiry, of those individuals listed (a) with respect to Seller, Seller Parent or UIM, on Section 1.1(a) of the Seller Disclosure Schedule, and (b) with respect to Purchaser and Purchaser Parent, on Section 1.1(a) of the Purchaser Disclosure Schedule. “Liability” or “Liabilities” means a liability, obligation, commitment, expense, claim or cause of action (of any kind or nature whatsoever, whether absolute, accrued, contingent or other, and whether known or unknown). “Liens” has the meaning set forth in Section 5.6(a). “Losses” means any damages, claims, losses, Liabilities, charges, Actions, suits, proceedings, deficiencies, Taxes, fees, assessments, interest, penalties and reasonable costs and expenses (including reasonable out-of-pocket attorneys’ fees and expenses), but excluding consequential, special, incidental, indirect or punitive damages, lost profits, diminution in value or similar items.