Calculation of liability. In calculating the liability of the Seller in relation to any General Warranty Claim, there shall be taken into account any benefit accruing to the Purchaser Group as a result of the matter or thing giving rise to the Claim (including the amount of any reduction in, or relief from, Tax).
Calculation of liability. For the sake of clarity it is specifically noted that any liability of the Parent or the Vendor hereunder shall, subject to the provisions of Schedule 5, be calculated on the basis of the actual Loss caused by the breach of a Warranty or other breach of the Agreement, as applicable, without regard to the attribution of the Price made under clause 4.2.
Calculation of liability. In quantifying any liability, loss, damage, cost, claim or expense which either party may incur or sustain arising out of or in connection with the breach by the other of any of the provisions of this Schedule, the parties agree that the Actuarial Assumptions shall be applied as nearly as may be and in default of agreement as to how they should apply, the disagreement shall be resolved in accordance with paragraph 8. (Preparation and agreement of the Completion Accounts)
1. The Completion Accounts shall be prepared and agreed in accordance with the provisions of this Schedule. The general purpose of the Completion Accounts is to enable the Purchaser to confirm that the Net Assets disclosed in the Accounting Pack remain in existence at the Completion Accounts Date.
2. Subject to paragraphs 3 and 4 below or as otherwise expressly stated in this Schedule, the Completion Accounts shall:
(i) be prepared as if the period (the "Completion Period") beginning with the opening of business on the day following the Accounts Date and ending as at the close of business on 31st March, 1997 (the "Completion Accounts Date") was a financial year of the Company, with appropriate apportionment of income and expenditure;
(ii) be based on the books and records of each member of the Group (together with appropriate consolidation adjustments;
(iii) comprise:
(a) a consolidated balance sheet of the Group as at the close of business on the Completion Accounts Date in the format set out in Attachment Q; and
(b) a statement of the value of Net Assets as at the close of business on the Completion Accounts Date as set out on the line marked "Net Assets" in Attachment Q, but shall not include any notes;
(iv) be prepared in accordance with the same accounting principles, policies, treatments, categorisations and practices as were used in the preparation of the Accounting Pack, applied (including in relation to the exercise of discretion and judgement) on a basis which is in all respects consistent with the basis of application which was used in the preparation of the Accounting Pack, or, in the absence thereof, in accordance with accounting principles, policies and practices generally accepted in the United Kingdom;
(v) in relation to stock in trade (including raw materials, work in progress, finished goods and packaging), be based on a stock take carried out over the period 27th March to 1st April, 1997; 143
(vi) take appropriate account of:
(a) wages, salaries and other periodic outgoi...
Calculation of liability. Notwithstanding anything herein to the contrary, for purposes of determining whether the maximum liability amounts provided in Section 31.2.1 have been exceeded, the following items shall be excluded from the calculation of any such maximum liability amount: (a) amounts expended to achieve Mechanical Completion, the Environmental Compliance Guarantees and the Minimum Performance Criteria (except, in each case, with respect to the Owner Furnished Equipment for which all amounts expended shall be included in the calculation of such maximum liability amounts); (b) insurance proceeds from the OCIP policies or the Project-specific insurance policies obtained by Contractor pursuant to Article 21 (not including any proceeds from any other insurance coverage of Contractor); and (c) amounts paid by Contractor to or on behalf of Owner in respect of any damages or third-party claims (other than Owner Indemnitees and Contractor Indemnitees) arising out of the willful misconduct or fraud of Contractor’s senior supervisory personnel at the Project Director level or above. For the purposes of this Section 31.2, the Separated Contract Price shall be allocated fifty percent (50%) to Uxxx 0 and fifty percent (50%) to Uxxx 0.
Calculation of liability. The liability of the Vendor hereunder shall in all cases be calculated after taking into account (i) any tax benefit actually received by any indemnified Party, each such indemnified Party hereby agreeing to avail itself of any available tax benefits to the extent reasonably practicable, (ii) any taxes payable by the indemnified Party as a result of the indemnification of such indemnify Party. In the event that the Vendor shall make a payment pursuant to this Section to an indemnified Party with respect to a claim as to which said indemnified Party would have a claim for recovery against one or more third parties, then the Vendor shall be subrogated to the extent of such payment to all the rights of the indemnified Party against said third party or parties and said indemnified Party shall execute such documents and take such action as may be requested by the Vendor to secure such rights, including without limitation, the execution of documents necessary to enable the Vendor effectively to bring suit to enforce such rights.
Calculation of liability. Notwithstanding anything to the contrary in the foregoing, nothing contained in this Section 31.2 shall be construed to limit Contractor’s liability (a) with respect to any of its indemnity obligations under Article 21, or (b) with respect to any fraud of Contractor. Notwithstanding anything herein to the contrary, for purposes of determining whether the maximum liability amounts provided in Section 31.2 have been exceeded, the following items shall be excluded from the calculation of any such maximum liability amount: (a) liabilities of Contractor to Owner covered by insurance proceeds to the extent paid pursuant to Article 21 of this Agreement (except deductibles paid by Contractor); and (b) amounts paid by Contractor to or on behalf of Owner in respect of any damages or third-party claims arising out of the fraud of Contractor.
Calculation of liability. In quantifying any liability, damage, cost, claim or expense which either party may incur or sustain arising out of or in connection with the breach by the other of any of the provisions of this Schedule, the parties agree that the Actuarial Assumptions shall be applied as nearly as may be and in default of agreement as to how they should apply, the disagreement shall be resolved in accordance with paragraph 9.
Calculation of liability. The Pro Rata Share of each Secured Party’s obligation to indemnify the Collateral Agents pursuant to Section 5.7 or to pay remuneration pursuant to Section 5.8 shall be calculated as of the date of first demand for payment by the applicable Collateral Agent pursuant to such Section.
Calculation of liability. The Company has sufficient records relating to past events, including any elections made, to permit accurate calculation of the Taxation liability or relief which would arise upon a disposal or realisation on Completion of each asset owned by the Company at the Accounts Date or acquired by the Company since that date but before Completion.
