Computation of Loss Sample Clauses

Computation of Loss. In computing any such loss, among the Parties, deductions shall be made from any assets remaining in the same manner as computing profits in the Section 6 above, that is, deductions shall first be made to pay expenses, and any remaining sums shall be allocated on a pro rata percentage basis to contributions, as set forth above in computing profits. Should there be insufficient assets to pay expenses due and owing as a result of the conduct of the Joint Venture, each Party shall contribute to the payment of such expenses in the percentage of losses attributed to such Party in this Section.
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Computation of Loss i. In the event of any Loss, the Insured(s) as soon as practicable shall provide a computation of Loss for the Insurer, which sets out in detail how the Loss has been calculated and what assumptions have been made. The Insured(s) shall produce any documentary evidence, including but not limited to books of account, xxxx, invoices and other vouchers and copies of the same which Insurer(s) or their representatives, including forensic accountants, may require and the Insured(s) shall afford them every assistance in their investigations including reasonable access to the Insured(s) premises, personnel and necessary documents for the purpose of the computation of Loss. ii. The Insurer shall determine the amount of any Loss, taking into account any savings or recoveries or offsetting or make-up of Loss(es) which have been made or which the Insured(s) could reasonably have been expected to make and the ability of the Insured(s) to resume operations. iii. In determining the amount of any Loss, Insurer(s) shall apply standard accounting principles as recognized by the relevant regulatory authorities in the Insured(s) jurisdiction. Where an Insured is present in more than one jurisdiction the relevant principles to be applied will be those of the jurisdiction in which the entity that has suffered the Loss is based. iv. Where Loss(es) are paid by the Insurer in currency other than the currency in which the premium is paid, the rate of exchange for payment of Loss shall be based on the published wholesale exchange rate on the date written notice of the Insured Event is received by the Insurer. v. Whether or not any partial payments have been made, a final statement of Loss with respect to all items of Loss must be submitted to the Insurer in writing no earlier than twelve (12) months and no later than twenty
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Computation of Loss. In computing any loss as between the parties, deductions shall be made from any assets remaining in the same manner as computing profits in 7.2, that is, deductions shall first be made to pay expenses, and any remaining sums shall be allocated on a pro rata percentage basis to contributions, as set forth in
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Computation of Loss. Subject to the Aggregate Loss Limit, the amount of loss payable to the Insured on each individual claim shall be the total of: 1. the amount of the unpaid principal balance at the time of an Approved Sale of the property, 2. the amount of the accumulated delinquent interest computed to the date of claim settlement at the Loan’s rate of interest 3. the amount of advances made by the Insured under Section 10(A) above, less: 1. the amount of all rents and other payments (excluding net proceeds of an Approved Sale of the Property and the proceeds of fire and extended coverage insurance) collected or received by the Insured, which are derived from or in any way related to the Property; 2. the amount of cash remaining in any escrow account as of the last payment date; which is not otherwise property of the borrower pursuant to the terms of the related mortgage note or to which the Insured has retained the right of possession as security for the Loan; 3. the amount paid under applicable fire and extended coverage policies which is in excess of the cost of restoring and repairing the Property and which has not been applied to the payment of the Loan as required by the terms of the Loan; 4. the amounts of any payments of Loss previously made by the Company with respect to such Claim; 5. the net proceeds upon an Approved Sale of the Property and 6. any other amounts claimed by the Insured to the extent they are excluded from the Claim Amount.
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Computation of Loss. 28 ARTICLE IX EFFECT OF REORGANIZATION 9.1 Changes of Ownership. . . . . . . . . . . . . . . . . . . . . . . . .29 ARTICLE X
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Computation of Loss. Whenever the Buyer or the Seller (the "Indemnifying Party") is required to indemnify the other (the "Indemnified Party") against, and hold the Indemnified Party harmless from, any item of loss, liability or expense, the Indemnifying Party will pay the Indemnified Party the sum which, after payment by the Indemnified Party of all Federal (but not state or local) income taxes resulting from the payment, will equal (i) the amount of the loss, liability or expense minus (ii) any insurance proceeds or other recoveries from third persons to which the Indemnified Party is entitled with regard to the event or condition which resulted in the loss, liability or expense. For the purpose of the computation under this Paragraph, it will be conclusively presumed that the Indemnified Party pays Federal income taxes at the maximum Federal corporate income tax rate (including, as to items taxed as long or short term capital gains, the maximum rate applicable to that type of capital gains).
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Computation of Loss. Whenever the Buyer or either of the Sellers (the “Indemnifying Party”) is required by Section 8.1 or 8.2 to indemnify the other or others of them (each an “Indemnified Party”) against, and hold an Indemnified Party harmless from, any item of loss, liability or expense, the Indemnifying Party will pay the Indemnified Party the sum which, after (i) receipt by the Indemnified Party (or by the Company or its subsidiary) of all insurance proceeds under policies of the Company or its subsidiary in effect prior to the Closing Date, and (ii) payment by the Indemnified Party of all Federal (but not state or local) income or gains taxes, or similar Taxes, resulting from the payment, minus all Tax savings because of deductions or credits available to the Indemnified Party because of the loss, liability or expense, will equal the amount of the loss, liability or expense. The loss to the Buyer because matters (including the operating results of the Company and its subsidiary) are not as represented and warranted will be the resulting reduction in the value of the Shares.
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Computation of Loss i. In the event of any Loss, detailed claims for payment by the Insurer(s) shall be made by the Insured(s) as soon as practicable and shall be accompanied by a computation of Loss, which sets out in detail how the Loss has been calculated and what assumptions have been made. The Insured(s) shall produce any documentary evidence, books of account, bills, invoices and other vouchers and copies of the same which Insurers or their representatives, including forensic accountants, may require and the Insured(s) shall afford them every assistance in their investigations including reasonable access to the Insured(s) premises, personnel and necessary documents for the purpose of the computation of Loss. ii. The Insurer shall determine the amount of any Loss, taking into account any savings or recoveries or offsetting or make-up of Loss(es) which have been made or which the Insured(s) could reasonably have been expected to make and the ability of the Insured(s) to resume operations.
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Computation of Loss. (a) The Buyer's loss because any matter which is the subject of a representation or warranty in Paragraph 3.1 or 3.2 is not as represented or warranted will be (i) the amount by which the value of the Shares on the Closing Date is less because that matter was not as represented or warranted than it would have been if the matter had been as represented or warranted (taking account, among other things, of any insurance proceeds or other sums received by the Company with regard to the matter) plus (ii) the amount of any losses, liability or expenses incurred directly by the Buyer because the matter was not as represented or warranted. (b) Whenever the Buyer or any Selling Stockholder (the "Indemnifying Party") is required by Paragraph 7.1 or 7.2, or any other provision of this Article VII, to indemnify any other of them (the "Indemnified Party") against, and hold the Indemnified Party harmless from, any item of loss, liability or expense, the Indemnifying Party will pay the Indemnified Party the sum which, after payment by the Indemnified Party of all Federal (but not state or local) income or gains taxes, or similar Taxes, resulting from the payment, minus all tax savings because of deductions or credits available to the Indemnified Party because of the loss, liability or expense, will equal the amount of the loss, liability or expense.
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Related to Computation of Loss

  • Calculation of Losses (a) The amount of any Loss for which indemnification is provided in clause (i), (ii), (iii), (iv) or (v)(A) of Section 13.01(a) of this Agreement or clause (i), (ii), (iii), (iv) or (v)(A) of Section 13.02(a) of this Agreement shall be net of any amounts actually recovered by the indemnified party under the True Insurance Policies (as such term is defined in the ATCA) with respect to such Loss; provided, however, that the indemnified party shall not have any obligation to seek any such recovery under any True Insurance Policy. The amount of any Loss for which indemnification is provided pursuant to Section 13.01(a) or Section 13.02(a) of this Agreement shall be (i) increased to take account of any net Tax cost incurred by the indemnified party arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax Benefit (as defined in the ATCA) realized by the indemnified party arising from the deductibility of any such Loss. In computing the amount of any such Tax cost or Tax Benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnity payment hereunder or the deductibility of any indemnified Loss. Any indemnification payment hereunder shall initially be made without regard to clauses (i) and (ii) in the second sentence of this Section 13.03, and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax Benefit only after the indemnified party has actually realized such cost or benefit. For purposes of this Agreement, an indemnified party shall be deemed to have “actually realized” a net Tax cost or a net Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by such indemnified party is increased above or reduced below, as the case may be, the amount of Taxes, that such indemnified party would be required to pay but for the receipt or accrual of the indemnity payment or the deductibility of such Loss, as the case may be. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) with respect to the indemnified party’s liability for Taxes, and payments between the indemnified party and the indemnifying party to reflect such adjustment shall be made if necessary. (b) No indemnified party shall be entitled to indemnification pursuant to Section 13.01(a) with respect to any Loss that has been taken account of in any adjustment pursuant to Section 1.05 of the Maleic Agreement. If the amount of any Loss, at any time subsequent to the making of any payment for indemnification pursuant to Section 13.01(a) or 13.02(a), is reduced by recovery, settlement or otherwise under or pursuant to any claim, recovery, settlement or payment by or against any other person that is not an affiliate of the indemnified party, the amount of such reduction, less any costs, expenses, premiums or other offsets incurred in connection therewith, shall promptly be repaid by the indemnified party to the indemnifying party. Upon making any payment for indemnification pursuant to Section 13.01(a) or 13.02(a), the indemnifying party shall, to the extent of such payment, be subrogated to all rights of the indemnified party (other than any rights of such indemnified party under any insurance policies) against any third party that is not an affiliate of the indemnified party in respect of the indemnifiable Loss to which such payment relates. Each such indemnified party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the above described subrogation rights.

  • Determination of Losses The amount of any Losses subject to indemnification shall be reduced by the amounts of any Tax Benefits inuring to the Indemnified Party on account of such Loss and any insurance proceeds received by the Indemnified Party in connection therewith. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it, the Indemnified Party shall promptly pay to the Indemnifying Party that made or directed such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean any refund of Taxes paid or reduction in the amount of Taxes which otherwise would have been paid. The Indemnified Party shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Losses to the same extent as they would if such Losses were not subject to indemnification hereunder. In the event that an insurance is received by any Indemnified Party with respect to any Losses for which any such Person has been indemnified hereunder, then a refund equal to the amount of the recovery shall be made promptly to the Indemnifying Party that made or directed and provided such indemnification payments to such Indemnified Party. In the case of any Third Party Claim, unless the Indemnifying Party consents otherwise (which consent shall not be unreasonably withheld), the final amount of Losses subject to indemnification shall not be determined until, and the Indemnifying Party shall not be obligated to make a payment to the Indemnified Party until, the matter underlying the Third Party Claim becomes non-appealable or is not appealed.

  • Mitigation of Loss Each Indemnified Party shall take and shall procure that its Affiliates take all such reasonable steps and action as are reasonably necessary in order to mitigate any Losses (or potential losses or damages) under this Article 13. Nothing in this Agreement shall or shall be deemed to relieve any Party of any common law or other duty to mitigate any losses incurred by it.

  • Allocation of Losses (a) On or prior to each Determination Date, the Master Servicer shall determine the amount of any Realized Loss in respect of each Mortgage Loan that occurred during the immediately preceding calendar month. (b) With respect to any Distribution Date, the principal portion of each Realized Loss (other than any Excess Loss) with respect to a Mortgage Pool shall be allocated in the following order of priority: (i) to the Class B-6 Certificates until the Class Certificate Balance thereof has been reduced to zero; (ii) to the Class B-5 Certificates until the Class Certificate Balance thereof has been reduced to zero; (iii) to the Class B-4 Certificates until the Class Certificate Balance thereof has been reduced to zero; (iv) to the Class B-3 Certificates until the Class Certificate Balance thereof has been reduced to zero; (v) to the Class B-2 Certificates until the Class Certificate Balance thereof has been reduced to zero; (vi) to the Class B-1 Certificates until the Class Certificate Balance thereof has been reduced to zero; (vii) to the Classes of Senior Certificates of the related Certificate Group, pro rata, in accordance with their Class Certificate Balances. (c) With respect to any Distribution Date, the principal portion of any Excess Loss with respect to a Mortgage Pool (other than Excess Bankruptcy Losses attributable to Debt Service Reductions) shall be allocated pro rata to each Class of Certificates of the related Certificate Group based on their respective Class Certificate Balances (in the case of the Senior Certificates) or Apportioned Principal Balances (in the case of the Subordinated Certificates). (d) Any Realized Losses allocated to a Class of Certificates pursuant to Section 4.4(b) or (c) shall be allocated among the Certificates of such Class in proportion to their respective Certificate Principal Balances. Any allocation of Realized Losses pursuant to this paragraph (d) shall be accomplished by reducing the Certificate Principal Balances of the related Certificates on the related Distribution Date in accordance with Section 4.4(e). (e) Realized Losses allocated in accordance with this Section 4.4 shall be allocated on the Distribution Date in the month following the month in which such loss was incurred and, in the case of the principal portion thereof, after giving effect to the distributions made on such Distribution Date. (f) On each Distribution Date, the Master Servicer shall determine the Subordinated Certificate Writedown Amount, if any. Any such Subordinated Certificate Writedown Amount shall effect, without duplication of any other provision in this Section 4.4 that provides for a reduction in the Class Certificate Balance of the Subordinated Certificates, a corresponding reduction in the Class Certificate Balance of the Subordinated Certificates, which reduction shall occur on such Distribution Date after giving effect to distributions made on such Distribution Date. (g) Notwithstanding the foregoing, no such allocation of any Realized Loss shall be made on a Distribution Date to a Class of Certificates to the extent that such allocation would result in the reduction of the aggregate Class Certificate Balances of all the Senior Certificates of a related Certificate Group as of such Distribution Date plus the Apportioned Principal Balances of the Subordinated Certificates of such Certificate Group as of such Distribution Date, after giving effect to all distributions and prior allocations of Realized Losses on such date, to an amount less than the aggregate Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool as of the first day of the month of such Distribution Date, less any Deficient Valuations occurring on or prior to the Bankruptcy Coverage Termination Date (such limitation, the "Loss Allocation Limitation").

  • Mitigation of Losses The Indemnified Party shall procure that all reasonable steps are taken and all reasonable assistance is given (including the taking of any actions reasonably requested by an Indemnifying Party) to avoid or mitigate any Losses, which in the absence of mitigation might give rise to or increase a Loss in respect of any claim under this Article 8. Without limiting the foregoing, the Purchasers and the Sellers shall seek and collect any indemnification, reimbursement or other recovery of Losses that may be available under any applicable Corporate Trust Contract in accordance with Section 4.2 and the applicable provisions of the Purchase Agreement.

  • PAYMENT OF LOSS We may pay for loss in money or repair or replace the damaged or stolen property. We may, at our expense, return any stolen property to:

  • Computation of Amounts For purposes of computing the amount of any item of income, gain, loss, deduction or expense to be reflected in Capital Accounts, the determination, recognition and classification of each such item shall be the same as its determination, recognition and classification for federal income tax purposes; provided that: (i) any income that is exempt from Federal income tax shall be added to such taxable income or losses; (ii) any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), shall be subtracted from such taxable income or losses; (iii) if the Book Value of any Company property is adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(e) (in connection with a distribution of such property) or (f) (in connection with a revaluation of Capital Accounts), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property; (iv) if property that is reflected on the books of the Company has a Book Value that differs from the adjusted tax basis of such property, depreciation, amortization and gain or loss with respect to such property shall be determined by reference to such Book Value; and (v) the computation of all items of income, gain, loss, deduction and expense shall be made without regard to any election pursuant to Section 754 of the Code that may be made by the Company, unless the adjustment to basis of Company property pursuant to such election is reflected in Capital Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m).

  • Evidence of Loss For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

  • Computation of Overtime In computing overtime a period of thirty (30) minutes or less shall be counted as one-half (½) hour and a period of more than thirty (30) minutes but less than sixty (60) minutes shall be counted as one (1) hour.

  • Compensation; Allocation of Costs and Expenses (a) In full consideration of the provision of the services of the Administrator, the Corporation shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder, including the costs and expenses charged by any sub-administrator that may be retained by the Administrator to provide services to the Corporation or on the Administrator’s behalf. (b) The Corporation will bear all costs and expenses that are incurred in its operation, administration, and transactions and not specifically assumed by the Corporation’s investment adviser (the “Adviser”), pursuant to that certain Investment Advisory Agreement, dated as of [•], 2021, by and between the Corporation and the Adviser (the “Advisory Agreement”). Costs and expenses to be borne by the Corporation include, but are not limited to, those relating to: expenses deemed to be “organization and offering expenses” of the Corporation for purposes of Conduct Rule 2310(a)(12) of the Financial Industry Regulatory Authority (for purposes of this Agreement, such expenses, exclusive of commissions, the dealer manager fee and any discounts, are hereinafter referred to as “Organization and Offering Expenses”); expenses incurred by the Adviser and payable to third parties, including agents, consultants and other advisors, in monitoring the financial and legal affairs of the Corporation, and news and quotation subscriptions; the cost of calculating the Corporation’s net asset value; the cost of effecting sales and repurchases of shares of the Corporation’s common stock and other securities; management and incentive fees payable pursuant to the Advisory Agreement; fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, making investments, and, if necessary, enforcing its rights, and valuing investments (including third-party valuation firms); placement agent fees and expenses, rating agency expenses; fees to arrange debt financings for the Corporation; distributions on the Corporation’s shares; administration fees payable under this Agreement; the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it; transfer agent and custodial fees; fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); federal and state registration fees; any exchange listing fees; federal, state, local, and other taxes; independent directors’ fees and expenses, including any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent directors; brokerage commissions; costs of proxy statements, stockholders’ reports and notices; costs of preparing government filings, including periodic and current reports with the SEC; the Corporation’s fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; indemnification payments; expenses relating to the development and maintenance of the Corporation’s website; other operations and technology costs; direct costs and expenses of administration, including printing, mailing, copying, telephone, fees of independent accountants and outside legal costs; and all other expenses incurred by the Corporation or the Administrator in connection with administering the Corporation’s business, including, but not limited to, payments under this Agreement based upon the Corporation’s allocable portion of the Administrator’s overhead in performing its obligations under this Agreement, including rent, travel and the allocable portion of the cost of the Corporation’s chief compliance officer and chief financial officer and their respective staffs, including operations and tax professionals, and administrative staff providing support services in respect of the Corporation.

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