Calculation of Indirect Losses Sample Clauses

Calculation of Indirect Losses. The Parties acknowledge that as a result of a breach or nonperformance of any of the representations, warranties, covenants and agreements of the Seller Parties or Tag-Along Sellers in this Agreement, Purchasers may suffer direct Losses as well as indirect Losses in the form of a diminution in value of OpenTV. This Section 8.4 provides the calculation of the amount of indemnity to which the Purchasers will be entitled in respect of such indirect Losses for which the Purchasers are entitled to indemnification pursuant to Section 8.1. With respect to the calculation of Losses suffered indirectly by the Purchasers for which the Purchasers are entitled to indemnification pursuant to Section 8.1 arising out of or resulting from any breach of a representation, warranty, covenant or agreement of the Seller Parties or Tag-Along Sellers made with respect to the business, condition (financial or otherwise), operating results, material customer or supplier relationships, properties, assets (including intangible assets) or liabilities of OpenTV and its Subsidiaries or with respect to the effect on OpenTV and its Subsidiaries of the consummation of the transactions contemplated by this Agreement or the breach of any covenant or agreement made for the benefit of OpenTV and its Subsidiaries (collectively, an "OPENTV MATTER"), the Purchasers' Losses for which the Seller Parties or any Tag-Along Seller, as applicable, would be obligated to indemnify the Purchasers pursuant to Section 8.1 shall be deemed to equal the product of (x) the Loss Percentage applicable to the Seller Parties or such Tag-Along Seller, as applicable, and (y) the difference, if positive, between the fair market value of OpenTV and its Subsidiaries as a whole, determined as if such representation or warranty were true and correct or such covenant or agreement performed in all respects, and the fair market value of OpenTV and its Subsidiaries, as a whole, determined after giving effect to the breach of such representation or warranty or the breach, nonperformance or violation of such covenant or agreement; provided that, in any such case the amount determined in accordance with this clause (y) will not be less than the actual monetary
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Related to Calculation of Indirect Losses

  • Calculation of interest The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: (a) Margin; and

  • Characterization of Indemnification Payments Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.

  • Determination of Interest The Administrative Agent shall calculate and determine the Interest (including unpaid Interest related thereto, if any, due and payable on a prior Quarterly Payment Date and the Benchmark) to be paid by the Borrower on each Quarterly Payment Date for the related Accrual Period and shall advise the Borrower and the Collateral Manager thereof no later than the third Business Day prior to such Quarterly Payment Date.

  • Operation of Indemnities (a) Each indemnity in this document survives the expiry or termination of this document. (b) A party may recover a payment under an indemnity in this document before it makes the payment in respect of which the indemnity is given.

  • CHANGES TO THE CALCULATION OF INTEREST 10.1 Absence of quotations

  • Termination of Indemnification The obligations to indemnify and hold harmless any party, (i) pursuant to Section 8.01(a)(i) or 8.02(i), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 and (ii) pursuant to the other clauses of Sections 8.01 and 8.02 shall survive the Closing indefinitely; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 8.05 to the party to be providing the indemnification.

  • Termination of Investment The obligation of the Investor to make an Advance to the Company pursuant to this Agreement shall terminate permanently (including with respect to an Advance Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement for an aggregate of fifty (50) Trading Days, other than due to the acts of the Investor, during the Commitment Period, and (ii) the Company shall at any time fail materially to comply with the requirements of Article VI and such failure is not cured within thirty (30) days after receipt of written notice from the Investor, provided, however, that this termination provision shall not apply to any period commencing upon the filing of a post-effective amendment to such Registration Statement and ending upon the date on which such post effective amendment is declared effective by the SEC.

  • Protection of Investments 1. All investments made by investors of either Contracting Party shall enjoy, in the territory of the other contracting party fair and equitable treatment. 2. Subject to the measures necessary for the maintenance of public order, such investments will enjoy a constant protection and security, excluding any unjustified or discriminatory measure which could adversely affect, in law or in fact, management, maintenance, use, enjoyment or disposal of such investments.

  • Computation of Interest Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

  • Promotion of Investments 1. Each Contracting Party shall promote investments in its territory by investors of the other Contracting Party and shall accept such investments in accordance with its legislation. 2. In particular, each Contracting Party shall authorize the conclusion and the fulfilment of licence contracts and commercial, administrative or technical assistance agreements, as far as these activities are in connection with such investments.

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