Termination Losses definition

Termination Losses means any and all losses, claims, damages, liabilities, obligations, costs and expenses (including as a result of any notices, actions, suits, proceedings, claims, demands, assessments, judgments, awards, costs, penalties, Taxes and reasonable expenses, including reasonable attorneys’ and other professionals’ fees and disbursements) but excluding (i) any loss of goodwill, loss of revenue, loss of profits or opportunities and any other special, expectation, indirect or consequential losses, in each case, that are not reasonably foreseeable (other than such damages actually paid to third parties in connection with a Third Party Claim), and (ii) any punitive or exemplary damages (other than such damages actually paid to third parties in connection with a Third Party Claim).
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Termination Losses means, with respect to a party, an amount equal to the present value of the economic loss, if any, (exclusive of Costs) to it resulting from the termination of its obligations with respect to a Terminated Transaction, determined in a commercially reasonable manner. The Non-Defaulting Party will determine its Losses as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter that is reasonably practicable.
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Termination Losses means any reasonable out-of-pocket costs directly incurred in connection with closing down Service Locations as a result of such termination, including the unamortized portion of any equipment and start-up costs incurred by Fiserv, severance with respect to Fiserv Agents employed as of the date of notice of such termination, lease buy-outs contained in contracts in effect as of the date of notice of such termination for equipment, and documented losses directly incurred on leases or sublets in effect as of the date of notice of such termination or required to be renewed or entered into to provide services through the date of termination; provided, however, (i) Fiserv uses its commercially reasonable efforts to mitigate, and permits Northern Trust to mitigate, any Termination Losses payable by Northern Trust pursuant to this Article 20; (ii) Fiserv appoints Northern Trust as its agent under any contracts pursuant to which Termination Losses are incurred under this Article 20 to mitigate any such Termination Losses; (iii) leases entered into after the Effective Date for any affected Service Location include customary sublet provisions; and (iv) prior to incurring any such losses, the parties execute a written termination plan that seeks to organize the process of termination and, to the extent possible, minimize the losses resulting from such termination.
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Examples of Termination Losses in a sentence

  • The General Partner shall retain all of its Partnership Interest, Percentage Interest, rights to Incentive Distributions, rights to allocations of Net Income and Net Losses, rights to allocations of Net Termination Gains and Net Termination Losses, and rights to distributions pursuant to Sections 5.3, 5.5, 5.7 and 14.3. The specific terms and conditions of the delegation to EEM are set forth in the Delegation of Control Agreement.

  • The General Partner shall retain all of its Partnership Interest, Percentage Interest, rights to Incentive Distributions, rights to allocations of Net Income and Net Losses, rights to allocations of Net Termination Gains and Net Termination Losses, and rights to distributions pursuant to Sections 5.3, 5.4, 5.5 and 14.3. The specific terms and conditions of the delegation to KMM are set forth in the Delegation of Control Agreement.

  • The TexNew Mex Units shall not be entitled to receive any (i) Net Income allocations pursuant to Section 6.1(a), (ii) Net Loss allocations pursuant to WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 44 Section 6.1(b), (iii) Net Termination Gains and Net Termination Losses allocations pursuant to Section 6.1(c) or (iv) except as otherwise provided in Section 6.1(d)(xv), special allocations pursuant to Section 6.1(d) (other than Required Allocations).

  • In the event of a termination of this Agreement in whole pursuant to Section 25.1, Northern Trust shall pay to Fiserv a termination fee in an amount equal to applicable fees set forth in Exhibit 26.1 for Termination for Convenience; and (2) Termination Losses, as defined in Section 26.3 hereof.

  • If the parties cannot agree to these adjusted Fees prior to the beginning of such Renewal Term, this Agreement will remain in effect, with fee schedules unchanged, for an additional Contract Year; and at the end of such Contract Year, this Agreement will terminate without payment of any termination fees or Termination Losses.

  • If the parties cannot agree to these adjusted Fees prior to the beginning of such Renewal Term, this Agreement will remain in effect, with Fee schedules unchanged, for an additional Contract Year; and at the end of such Contract Year, this Agreement will terminate without payment of any termination fees or Termination Losses.

  • The TexNew Mex Units shall not be entitled to receive any (i) Net Income allocations pursuant to Section 6.1(a), (ii) Net Loss allocations pursuant to Section 6.1(b), (iii) Net Termination Gains and Net Termination Losses allocations pursuant to Section 6.1(c) or (iv) except as otherwise provided in Section 6.1(d)(xv), special allocations pursuant to Section 6.1(d) (other than Required Allocations).

  • In the event of a termination other than pursuant to Section 19.1 or Section 19.2 as a result of a breach by Northern Trust, Fiserv shall be responsible for Termination Losses.

  • In the event Northern terminates this Agreement in part pursuant to Section 19.1, Northern Trust shall pay to Fiserv (1) a termination fee in an amount equal to applicable fees set forth in Exhibit 20.1 multiplied by a percentage equal to the percentage by which Designated Fees will be reduced as a result of such partial termination and (2) partial Termination Losses applicable thereto.

  • In the event of a termination pursuant to Section 19.1 or Section 19.2 as a result of a breach by Northern Trust, Northern Trust shall be responsible for Termination Losses.


More Definitions of Termination Losses

Termination Losses losses which the Buyer, Moral High and/or Peak may incur as a result of the failure by Insite to pay all relevant salaries, wages, compensation and other amounts which the Insite Employees are entitled in connection with the termination of their employment with Insite in accordance with the applicable employment legislation and the relevant employment contracts with the Insite Employees “US$” United States dollar, the lawful currency of United States of America “%” per cent. By order of the board of directors New World Development Company Limited Xxxx Xxx Xxx Company Secretary By order of the board of directors New World Department Store China Limited Xx Xxx-xxxx, Xxxxxxxxx Company Secretary Hong Kong, 21 September 2011 As at the date of this announcement, (a) the executive NWD Directors are Dato’ Xx. Xxxxx Xx Xxxx, Xx. Xxxxx Xxx Xxxx, Xxxxx, Dr. Xxx Xxx Xxx, Xxxxx, Xx. Xxxxx Xxxxx Xxx, Xxxxx, Xx. Xxxxx Xxx Xxxx, Xxxxxx and Xx. Xxxxx Xxx Xxxx; (b) the non-executive NWD Directors are Xx. Xxxxx Kar Xxxxx, Xxxxx, Xx. Xxxxx Xxx Xxx, Xxxxxxx, Xx. Xxxx Xxxx Xxxxxx, Xx. Xxxxx Xxxxxx Biu, Xxxxxx and Ms. Xx Xxx Xxxx, Xxxxxx; and (c) the independent non-executive NWD Directors are Xx. Xxxxx Ping Xxxxx, Xxxxxx, Xx. Xxx Xxx Xxxx, Xxxxxx (alternate director to Xx. Xxx Xxx Xxxx, Xxxxxx: Xx. Xxx Mou Zing, Xxxxxx), Xx. Xx Xxx Xxx, Xxxxxxxx and Xx. Xxx Luen Xxx, Xxxx.
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Termination Losses means the difference between (a) the base rent paid by Subtenant under the Main Lease for the Subleased Premises, and (b) the Base Rent which would have been paid by Subtenant under the Sublease for the Subleased Premises for the comparable period, relating only to the period remaining during the term hereof. EXECUTED to be effective on the day and year first above written. SUBLANDLORD: SUBTENANT: Luminex Corporation American Innovations, Ltd.
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Termination Losses means, in respect of a Position Account registered in the name of the Defaulting Clearing Member in respect of any Non-Porting Client, an amount in the Base Currency specified in sub-paragraph (c) below as determined by OTC Clear in accordance with the process set out below:
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Related to Termination Losses

  • Net Termination Loss means, for any taxable year, the sum, if negative, of all items of income, gain, loss or deduction recognized by the Partnership (a) after the Liquidation Date or (b) upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group). The items included in the determination of Net Termination Loss shall be determined in accordance with Section 5.5(b) and shall not include any items of income, gain or loss specially allocated under Section 6.1(d).

  • distribution losses means energy losses that result from the interaction of intrinsic characteristics of the distribution network such as electrical resistance with network voltages and current flows;

  • Net Realized Losses For any Class of Certificates and any Distribution Date, the excess of (i) the amount of Realized Losses previously allocated to that Class over (ii) the amount of any increases to the Class Certificate Principal Balance of that Class pursuant to Section 5.08 due to Recoveries.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

  • Liquidation Loss Amount With respect to any Payment Date and any Mortgage Loan that became a Liquidated Mortgage Loan during the related Collection Period, the unrecovered portion of the Principal Balance of such Mortgage Loan and any unpaid accrued interest thereon at the end of such Collection Period, after giving effect to the Net Liquidation Proceeds applied in reduction of such Principal Balance.

  • Fraud Losses Realized Losses on Mortgage Loans as to which a loss is sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, including a loss by reason of the denial of coverage under any related Primary Insurance Policy because of such fraud, dishonesty or misrepresentation.

  • Allocation Period means (a) the period commencing on February 10, 2016 and ending on December 31, 2016, (b) any subsequent period commencing on January 1 and ending on the following December 31, or (c) any portion of the period described in clause (a) or (b) for which the Partnership is required to allocate Net Profits, Net Losses, and other items of Partnership income, gain, loss or deduction pursuant to ARTICLE IV.

  • Direct Losses means all damages, losses, liabilities, penalties, fines, assessments, claims, actions, costs, expenses (including the cost of legal or professional services, legal costs being on a substantial indemnity basis), proceedings, demands and charges whether arising under statute, contract or at common law, except Indirect Losses.

  • Modification Loss Amount With respect to each Payment Date, the excess, if any, of the aggregate Modification Shortfall over the aggregate Modification Excess for such Payment Date.

  • Tax-Related Losses means (i) all U.S. federal, state, local and foreign income taxes (including interest and penalties thereon) imposed pursuant to any settlement, final determination, judgment or otherwise, and (ii) all legal, accounting and other professional fees and court costs incurred in connection with such taxes.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Seller Losses shall have the meaning set forth in Section 9.1(b).

  • Liquidating Losses means any net loss realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any event of liquidation of the Partnership), including but not limited to net loss realized in connection with an adjustment to the book value of Partnership assets under Section 6.2 hereof.

  • 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.

  • Net Losses means, for each fiscal year or other period, an amount equal to the Partnership's taxable income or loss for such year or period determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

  • Cumulative Net Losses means, as of any date of determination, the aggregate cumulative principal amount of all Receivables that have become Liquidated Receivables since the Initial Cutoff Date, net of all Net Liquidation Proceeds and Recoveries with respect to such Receivables as of last day of the most recently ended Collection Period.

  • Unrealized losses means the fair market value of the cost to such Person of replacing such Rate Management Transaction as of the date of determination (assuming the Rate Management Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).

  • Excess Loss The amount of any (i) Fraud Loss realized after the Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss realized after the Special Hazard Coverage Termination Date or (iii) Bankruptcy Loss realized after the Bankruptcy Coverage Termination Date.

  • Termination Costs means all documented Direct Costs and Indirect Costs incurred by Transmission Owner in connection with the performance of the Services (i) prior to the effective date of termination, including such costs incurred for materials, equipment, tools, construction equipment and machinery, engineering and other items, materials, assets or services that cannot reasonably be avoided, mitigated or cancelled, (ii) to unwind any work undertaken prior to or after the effective date of termination to the extent reasonably necessary to return the Projects to a configuration or condition in compliance with Good Utility Practice and applicable Law, and (iii) arising from cancellation costs relating to orders or contracts entered into in connection with the performance of Services by Transmission Owner prior to the effective date of the termination.

  • Net Termination Gain means, for any taxable year, the sum, if positive, of all items of income, gain, loss or deduction recognized by the Partnership (a) after the Liquidation Date or (b) upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group). The items included in the determination of Net Termination Gain shall be determined in accordance with Section 5.5(b) and shall not include any items of income, gain or loss specially allocated under Section 6.1(d).

  • Termination Year means the calendar year in which the Employment Period is terminated.

  • Workout-Delayed Reimbursement Amounts With respect to any Mortgage Loan or Serviced Loan Combination, the amount of any Advance made with respect to such Mortgage Loan or Serviced Loan Combination on or before the date such Mortgage Loan or Serviced Loan Combination becomes (or, but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Serviced Loan Combination becomes a Corrected Loan and (ii) the amount of such Advance becomes a future obligation of the Mortgagor to pay under the terms of modified Loan Documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.