Claims without Determinable Losses Sample Clauses

Claims without Determinable Losses. Subject to the limitations set forth in this Article X, if any Buyer Indemnitee determines that it has a Buyer Claim the amount of which cannot reasonably be determined, Buyer shall, as soon as reasonably practicable after it becomes aware of such Buyer Claim, notify Sellers by means of a Buyer Claim Notice that contains the information required by Section 10.5(b)(i) and a good faith estimate, if possible, of Buyer’s calculation of the Losses incurred by the applicable Buyer Indemnitee with respect thereto. The failure by Buyer to promptly deliver an Buyer Claim Notice under this Section 10.5(b)(ii) will not adversely affect the applicable Buyer Indemnitees’ right to indemnification except to the extent Sellers are materially prejudiced thereby. If Buyer has not received a Dispute Notice from Seller within the Dispute Period, Sellers will be conclusively deemed to have agreed to and accepted Liability for the Buyer Claim, and Sellers shall pay from time to time as the amount of any such Buyer Claim becomes known, first, through a reduction in the then outstanding balance of the Promissory Note in an amount equal to the amount of such Buyer Claim, and second, in cash to the extent that the amount of such Buyer Claim exceeds the outstanding balance of the Promissory Note, to Buyer on behalf of the applicable Buyer Indemnitees, within five days after Buyer delivers Sellers notice of such amounts, the amount of such Buyer Claims, subject to the limitations contained in this Article X.
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Claims without Determinable Losses. Subject to the limitations set forth in this Article IX, if any Indemnitee believes in good faith that it has a Claim the amount of which cannot reasonably be determined, such Indemnitee, as soon as reasonably practicable after it becomes aware of such Claim, shall notify the Indemnitor by means of a Claims Notice that contains the information required by Section 9.6(a) and a good faith estimate, if possible, of the Indemnitee’s calculation of the Losses incurred by the applicable Indemnitees with respect thereto. The failure by the Indemnitee to promptly deliver a Claims Notice under this Section 9.6(b) will not adversely affect the applicable Indemnitees’ rights hereunder except to the extent the Indemnitor is prejudiced thereby.
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Related to Claims without Determinable Losses

  • Losses After giving effect to the special allocations in Section 3.3 and 3.4 hereof, Losses for any Fiscal Year shall be allocated among the Unit Holders in proportion to Units held.

  • De Minimis Adjustments No adjustment in the number of shares of Common Stock purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one share of Common Stock purchasable upon an exercise of each Warrant and no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 in the Exercise Price; provided, however, that any adjustments which by reason of this Section 3.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest full share or nearest one hundredth of a dollar, as applicable.

  • Net Losses After giving effect to the special allocations set forth in Section 6.1(d), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated as follows:

  • After-Tax Basis Indemnification under Section 11.1 and Section 11.2 shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the receipt of the indemnity provided hereunder, including the effect of such tax or refund on the amount of tax measured by net income or profits that is or was payable by the Indemnified Party.

  • Unrelated Business Taxable Income No Employee Plan (or trust or other funding vehicle pursuant thereto) is subject to any tax under Code Section 511.

  • Operating Losses To the extent there is an Operating Loss for any calendar month, Owner shall have the right, without any obligation and in its sole discretion, to fund such Operating Loss within twenty (20) days after Manager has delivered notice thereof to Owner and any Operating Loss funded by Owner shall be a “Owner Operating Loss Advance.” If Owner does not fund such Operating Loss, Manager shall have the right, without any obligation and in its sole discretion, to fund such Operating Loss within twenty (20) days after such initial twenty (20) day period, and any Operating Loss so funded by Manager shall be an Additional Manager Advance. If neither party elects to fund such Operating Loss, Manager may elect, by notice to Owner given within thirty (30) days thereafter, to terminate this Agreement, which termination shall be effective thirty (30) days after the date such notice is given; upon such termination, Owner shall pay Manager the Termination Fee, within sixty (60) days of the effective date of termination, as liquidated damages and in lieu of any other remedy of Manager at law or in equity and such termination shall otherwise be in accordance with the provisions of Section 11.09.

  • Contingent Payments The Unilever Stockholder shall have the right to receive the Contingent Payments, if any, on the terms and subject to the conditions set forth on Exhibit 9 in recognition of its period of ownership of the Class B Shares.

  • Allocation of Excess Nonrecourse Liabilities For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Partnership profits shall be equal to such Holder’s Percentage Interest with respect to Partnership Common Units, except as otherwise determined by the General Partner.

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