Covered Losses. (a) The Company shall indemnify and hold harmless any Member from any Covered Loss in excess of such Member's Proportionate Share of such Covered Loss.
(b) If a Covered Loss is incurred by the Company, or if the Company indemnifies a Member from a Covered Loss pursuant to Section 12.2(a), each of the Members shall contribute to the Company as Required Capital Contributions, upon demand of the Company or any Member, the amount by which such Member's Proportionate Share exceeds the amount of such Covered Loss paid by such Member to date either directly or by Required Capital Contributions made to date pursuant to this Section 12.2(b). The Original Berkshire Member agrees to contribute (or cause to be contributed) to BH Finance, and the Original Leucadia Member agrees to contribute (or cause to be contributed) to WMAC, an amount sufficient in each case for such Member to fund its Required Capital Contributions as and when required under this Section 12.2(b).
(c) In the event a Member or the Company becomes aware of a potential claim, event or state of affairs that could result in a Covered Loss, such Member or the Company shall promptly notify all of the Members thereof, and shall provide all Members with copies of all letters, pleadings or other documents in its possession which could or are alleged to form the material basis of any such claim or action; provided, that the failure to provide such -------- notice in a timely fashion shall not affect the parties' respective obligations hereunder except and only to the extent that any delay in providing such notice results in actual prejudice to another party. In any case, the Members shall cooperate with respect to the defense of any such claim or action to the extent that the Members are not adverse parties or have adverse interests therein. The Members shall jointly control the defense of any such claim or action.
Covered Losses. Except as provided for in section 4.2 of this Appendix A, the Limited Warranty applies only to Covered Losses, up to the lesser of (i) the Maximum Certificate Coverage associated with the Certificate, or (ii) the total amount remaining of the Total Payment Limit for the relied upon Certificate.
Covered Losses. For any Calendar Quarter, a “Covered Loss” shall be equal to 90% of any Citigroup Quarterly Net Loss for that quarter, but only to the extent that such Citigroup Quarterly Net Loss, when taken together with all prior Citigroup Quarterly Net Losses incurred on a cumulative basis by the Citigroup Ring-Fence Entities subsequent to the Effective Time, exceeds the Citigroup Deductible; provided, that in no event shall any Loss arising from a failure by any Citigroup Ring-Fence Entity to manage the Covered Assets in accordance with the Governance and Asset Management Guidelines be considered in calculating a Citigroup Quarterly Net Loss or a Covered Loss hereunder.
Covered Losses. The parties agree that, following the Closing Date, the responsibility of the parties and their respective Affiliates with respect to Covered Losses shall be as set forth on Schedule 8.9 of the Disclosure Letter.
Covered Losses. Notwithstanding anything in this Agreement to the contrary, each Indemnified Party waives, and shall cause its insurance carrier(s) and any other party claiming through or under such carrier(s) to waive, by way of subrogation or otherwise, any and all rights of recovery against the Developer for any Claim, including Claims arising out of the negligence of any Indemnified Party, which loss or damage is covered by insurance maintained by an Indemnified Party.
Covered Losses. 9.1 The Parent shall not be liable in respect of any Warranty Claim to the extent that the claim relates to a Covered Loss.
Covered Losses. (a) Section A Covered Losses shall equal six and 88/100 percent (6.88%) of Section A Subject Losses on Fixed Annuity policies.
Covered Losses. The Sellers shall not be liable for any Loss to the extent the Loss:
a) is covered by insurance in force on the date of this Agreement for the benefit of the Buyer, AGR Group or Company Group or which would have been covered by insurance equivalent to that maintained by the Sellers immediately prior to the date hereof; or
b) if and to the extent the Buyer or the Company Group has any other right of recovery or to claim indemnity from any person other than the Sellers whether under any provision of applicable law, contract or otherwise, but only if and to the extent the Buyer or the Company Group receives payment from such third party after having taken reasonable steps to recover payment from such persons before making a claim against the Sellers.
Covered Losses. The Vendor shall not be liable in respect of any Relevant Claim to the extent that the claim relates to a Covered Loss. A
Covered Losses. 3.1. Losses of the Insured in case of the Insured event are:
3.1.1. replacement key charges.
3.1.2. locksmith charges for the replacement or repair of the lock when Insured is locked out of vehicle.
