Calculation of Loss. In general,
Calculation of Loss. In calculating amounts payable to an Indemnified Party, the amount of any indemnified Loss shall be computed net of (a) payments actually recovered by any Indemnified Party under any insurance policy with respect to such Loss net of expenses and (b) any actual recovery by any Indemnified Party from any Person with respect to such Loss net of expenses. Each Indemnified Party shall use commercially reasonable efforts to pursue reimbursement for Loss, including under insurance policies and indemnity arrangements.
Calculation of Loss. In calculating the Loss of the Purchaser for a Breach or any other breach of this Agreement account must be taken of the amount by which any Tax for which any member of the Purchaser Group is now or in the future accountable or liable to be assessed is reduced or extinguished as a result of the fact, matter or circumstance giving rise to the Loss.
Calculation of Loss. For purposes of this Agreement, any inaccuracy in or breach of any representation or warranty and the calculation of the resulting Loss shall be determined without regard to any materiality, Material Adverse Change or other similar qualification contained in or otherwise applicable to such representation or warranty.
Calculation of Loss. In calculating the amount of any Loss for which any party is entitled to indemnification hereunder, the amount of any reserve, provision or accrual related to such Loss, shall be deducted to the extent reflected in the Closing Regulated Entity Regulatory Capital Statement or the Closing Unregulated Entity Working Capital Statement and otherwise to avoid duplicative amounts.
Calculation of Loss. (a) The amount of any losses for which indemnification is provided under this Article XII shall be net of any amounts actually recovered or recoverable by the indemnified party under insurance policies with respect to such losses (net of any tax or expenses incurred in connection with such recovery). Buyer and Seller each shall use their respective commercially reasonable efforts to recover under insurance policies any losses prior to seeking indemnification under this Agreement. To the extent that indemnification for any loss is provided under Article XII and subsequently amounts are recovered by the indemnified party under insurance policies with respect to such loss or from any third party pursuant to third-party indemnification agreements, the indemnified party shall pay to the indemnifying party all such amounts recovered by the indemnified party promptly following the receipt of such amounts.
(b) If the amount of any loss for which indemnification is provided under this Article XII gives rise to a Tax Benefit to the indemnified party making the indemnification claim, then the indemnification claim shall be reduced to take account of any Tax Benefit realized by the indemnified party arising from the incurrence or payment of any such loss. If any such Tax Benefit is actually realized before the date of an indemnification payment, such indemnification payment shall be reduced to take into the account the reduction in the relevant loss as a result of such Tax Benefit. If such Tax Benefit is actually realized after the date of an indemnification payment, the indemnified party shall promptly after such Tax Benefit is actually realized make a payment to the applicable indemnifying party to take into account the reduction in the relevant loss as a result of such Tax Benefit; such payments by an indemnified party not to exceed the indemnification payments previously received by such indemnified party from the indemnified party in respect of such loss. For purposes of this Section 12.7(b), a Tax Benefit is “actually realized” to the extent that such Tax Benefit can be realized in the current taxable period or year or in any tax return with respect thereto (including through a carryback to a prior taxable period) or in any taxable period or year prior to the date of the indemnification claim.
Calculation of Loss. The loss of the insured or the proceeds from the Company shall be calculates in the following manners:
1. When the loss can be recovered from repair or washing, the Company shall bear its liability on the expenses of repair or washing.
2. When the expenses of repair or washing exceed the value of the goods, the goods shall be treated as lost goods.
3. The loss of the matters insured shall be indemnified based on the actual cash value when event insured occurs.
4. When there is partial loss of a set of or a group of matter insured, the Company shall indemnify the insured based on the reasonable estimated proportion of importance of use and value for such loss. The liability of the Company on the loss of each goods is up to NT$8,000 and the sum of proceeds shall not exceed sum insured under this policy.
Calculation of Loss. 9.6.1 The amount of the Loss shall take into account and shall be increased by an amount equal to the effective Taxation of the payment made by the Seller as a result of the Loss, it being understood that “effective Taxation” means tax due for the tax year that Purchaser receives the payment from Seller.
9.6.2 Notwithstanding anything to the contrary herein, the Seller shall only be liable under this Article 9 for Losses actually sustained by Purchaser Indemnitees and subject to the amount of the Loss being decreased by (x) the amount of any Tax Benefit and (y) any compensatory payments received by a third-parties. If the Seller pays an indemnity in respect of a Loss, which Loss is subsequently compensated in all or in part by a third party, the amount recovered shall be refunded to the Seller immediately upon recovery (but only up to the amount paid by the Seller in respect of such Loss). In addition, any indemnification due by the Seller shall be computed without regard to any multiple, price-earnings or equivalent ratio implicit in negotiating and/or setting the Purchase Price.
Calculation of Loss. As it relates to indemnification claims under this ARTICLE VIII, for purposes of determining whether a breach has occurred and calculating the amount of Losses incurred by a party seeking indemnification hereunder arising out of or resulting from any breach of a representation, warranty, covenant or agreement contained herein, references to “Material Adverse Effect” or materiality (or other similar terms) shall be disregarded. As used herein, Losses of a Person are not limited to matters asserted by Third Parties, but include Losses incurred or sustained by such Person in the absence of claims by Third Parties.
Calculation of Loss. In determining the amount of any Loss, net after tax proceeds of insurance received shall reduce the Loss. Tax benefits, if any, derived from such Loss by the party seeking indemnification shall not reduce the Loss, unless the amount paid to indemnify it for such Loss shall not be treated by it as income subject to federal or state income tax, in which event the amount of the Loss shall be reduced by the tax benefits derived therefrom.
