Calculation of Liabilities Sample Clauses

Calculation of Liabilities. This Section shall govern the -------------------------- transfer of assets from the trust fund for the HP L-T Care Plan to a trust fund for the Agilent L-T Care Plan that will be established by Agilent as of the Distribution Date or such other date as HP and Agilent may mutually agree. As soon as reasonably practicable after the Distribution Date, HP shall engage actuaries and cause to be determined for the HP L-T Care Plan the total benefit Liabilities for all participants in such Plan as of the Distribution Date using the assumptions set forth in Schedule 6.6(a).

Calculation of Liabilities. As soon as reasonably practicable ------------------------- after the Distribution Date, the HP GUL program administrator (currently Kirke Van Orsdel, a division of Seabury & Xxxxx, Inc.) shall determine actuarially the total HP GUL benefit Liabilities for all participants in the HP GUL as of the Distribution Date. Such actuarial determination shall be made using actuarial and other assumptions proposed by the HP GUL program administrator that have been agreed to by HP and Agilent prior to the Distribution Date.

Calculation of Liabilities. Notwithstanding anything to the contrary herein: (a) each Indemnified Party shall use its commercially reasonable efforts to mitigate any Losses for which it is entitled to indemnification pursuant to this Article VIII, excluding Losses arising out of the Specified Litigation and the Audit Matters, which are subject to the procedures set forth in Section 8.04(g) or Section 8.04(h), respectively (except to the extent that Seller has reasonably requested such mitigation efforts in accordance with the terms thereof), including to the extent Purchaser has the right to recover such Losses under occurrence-based policies of the Non-Fluids Subsidiaries under Section 5.11(b), by using commercially reasonable efforts to recover such Losses under such policies before seeking recovery from Seller, it being understood that in no event shall such obligation require Purchaser to bear the amount of any deductibles under such occurrence-based policies; (b) the amount of any Losses for which an Indemnified Party claims indemnification under this Agreement shall be reduced by (i) any insurance proceeds actually recovered with respect to such Losses (net of the deductible for such insurance policy and any increase in the premium for such policies arising out of or in connection with such Losses) and (ii) all other amounts actually recovered from a third party pursuant to indemnification or otherwise in respect of such Losses, in each case, net of out-of-pocket costs and expenses reasonably incurred by such Indemnified Party; provided that, if an Indemnified Party recovers an amount from a third party in respect of Losses that are the subject of indemnification hereunder after all or a portion of such Losses have been paid by an Indemnifying Party pursuant to this Article VIII, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess (if any) of (A) (x) the amount paid by the Indemnifying Party in respect of such Losses plus (y) the amount received by the Indemnified Party in respect thereof (net of out-of-pocket costs and expenses reasonably incurred in obtaining such recovery) over (B) the full amount of the Losses; 77 (c) in the event an Indemnified Party shall recover in respect of a claim of indemnification under this Article VIII, no other Indemnified Party shall be entitled to recover the same Losses in respect of a claim for indemnification; and (d) notwithstanding anything to the contrary herein (unless related to a Third-Party Claim), no ...

Calculation of Liabilities. For purposes of determining the amount of any Liabilities under this Article V but not for purposes of determining whether a breach has occurred, each representation and warranty contained in this Agreement shall be read without regard to any materiality or Material Adverse Effect qualifier contained therein.