Definition of Loss. Any party to this Agreement against which indemnification may be sought pursuant to this Section 9 shall be herein called an “Indemnifying Party,” and any person entitled to indemnification pursuant to this Section 9 shall be herein called an “Indemnified Party.” The occurrence of an event which may result in a loss, cost, expense or liability of an Indemnified Party hereunder as to which the Indemnifying Party shall have received notice from the Indemnified Party shall be herein called an “Event of Loss,” and the amount of any loss, cost, expense or liability of any kind whatsoever (including legal fees and disbursements incurred in connection therewith) incurred by an Indemnified Party shall be herein called a “Loss;” provided, however, that for purposes of computing the amount of Loss incurred by any Indemnified Party, there shall be deducted an amount equal to the amount of any insurance proceeds (other than self-insurance) directly or indirectly received by such Indemnified Party in connection with such Loss or the circumstances giving rise thereto. Upon payment by an Indemnified Party of any Loss, the Indemnifying Party shall discharge its obligation to indemnify the Indemnified Party against such Loss by paying to the Indemnified Party an amount that, on an after-tax basis reflecting the hypothetical tax consequences, if any, of the receipt of such amount, shall be equal to the hypothetical after-tax amount of such Loss by taking into account the hypothetical tax consequences, if any, to the Indemnified Party of the payment of such Loss. For purposes of this Section 9, references to “after-tax basis,” “hypothetical” tax consequences and “hypothetical” after-tax amount refer to calculations of foreign, federal, state and local tax at the maximum statutory rate (or rates, in the case of an item of income or deduction taxable or deductible for purposes of more than one tax) applicable to the Indemnified Party for the relevant year, after taking into account, for example, the effect of deductions available for other taxes such as state and local income taxes, which effect would similarly be calculated on the basis of the maximum statutory rate (or rates) of the tax (or taxes) for which such deduction was available.
Definition of Loss. “Loss” means any loss, cost, damage, expense, payment, liability or obligation incurred or suffered with respect to the act, omission, fact or circumstance with respect to which such term is used, including: (i) subject to Section 10.5(b), related attorneys’, accountants’ and other professional advisors’ fees and expenses, including those as to investigation, prosecution or defense of any claim or threatened claim including any attorneys’ fees and expenses in connection with one or more appellate or bankruptcy proceedings arising out of any such claim; and (ii) amounts paid in settlement of a dispute with a Person not a Party that if resolved in favor of such Person would constitute a matter to which a Party is indemnified pursuant to this Agreement, even though such settlement does not acknowledge that the underlying facts or circumstances constitute a breach of a representation and warranty or other indemnified matter. Notwithstanding the foregoing, “Loss” does not include any punitive, incidental, indirect, special or consequential damages; provided, however, that in the case of a Third Party Claim, “Loss” includes the total amount of any judgment and any other award payable to a Person other than a Party, a successor or assign of a Party, or a Purchaser Indemnitee or a Seller Indemnitee pursuant to the Third Party Claim.
Definition of Loss. The term “Loss,” as used throughout this Lease, shall mean any and all claims, demands, damages, expenses, fees, costs, fines, penalties, suits, proceedings, actions, causes of action, and losses of any and every kind and nature (including, without limitation, sums paid in settlement of claims and for attorney’s fees and court costs).
Definition of Loss. The Owner Participant shall have suffered a “Tax Loss” for purposes of this Agreement if the Owner Participant:
(i) shall suffer a delay in claiming, shall not have the right to claim or shall not claim (in each case, after receiving a written opinion of independent tax counsel selected by the Owner Participant and reasonably acceptable to EME to the effect that as a result of a change in (or newly discovered) facts subsequent to the Closing Date (or, with respect to a modification, substitution or replacement or rebuilding of the Facility or any portion thereof, any Tax Law Change enacted, adopted, promulgated or decided on or after the Closing Date) there is no Reasonable Basis to make such claim), or shall lose, suffer a disallowance of or be required to recapture all or any portion of the Assumed Deductions (a “Deduction Loss”) subject, in each instance, to the exclusions set forth in Section 7 below, or
(ii) shall be required by the IRS to include in its gross income an amount (to the extent not offset by deductions of the same character (to the extent, if any, that the character of such deductions is relevant for purposes hereof) in the taxable year of the Owner Participant in which such amounts are included in income) not described under the Tax Assumptions (collectively “Inclusion Losses”), subject, in each instance, to exclusions set forth in Section 7 below (together with Deduction Losses, “Tax Losses”).
Definition of Loss. For all Federal, state and local income tax purposes, if due to any Lessee Act (as defined below):
Definition of Loss. For purposes of this Article V, “Loss” shall mean all damages, awards, judgments, assessments, fines, penalties, charges, costs and expenses and other payments (excluding punitive and consequential damages), all interest thereon, all costs and expenses of investigating any claim, lawsuit or arbitration and any appeal therefrom, all reasonable and documented attorneys’, accountants’, investment bankers’, and expert witness’ fees incurred in connection therewith and, subject to this Section 5.2, all amounts paid incident to any compromise or settlement of any such claim, lawsuit or arbitration; provided, however, that any compromise or settlement shall not be entered into without the consent of the Indemnifying Party.
Definition of Loss. Any party to this Agreement against which indemnification may be sought pursuant to this Section 9 is an “Indemnifying Party,” and any person entitled to indemnification pursuant to this Section 9 is an “Indemnified Party.” The occurrence of an event that may result in a loss, cost, expense or liability of an Indemnified Party and as to which the Indemnifying Party shall have received notice from the Indemnified Party shall be herein called an “Event of Loss,” and the amount of any loss, cost, expense or liability of any kind (including legal fees and disbursements incurred) of an Indemnified Party is a “Loss;” provided, however, that for purposes of computing the amount of Loss incurred by any Indemnified Party, there shall be deducted an amount equal to the amount of any insurance proceeds (other than self-insurance) directly or indirectly received by the Indemnified Party in connection with the Loss. In addition, the Indemnifying Party shall indemnify the Indemnified Party against an amount that, on an after-tax basis reflects the hypothetical tax consequences, if any, to the Indemnified Party of the payment of the Loss.
Definition of Loss. For purposes of this Section, loss includes but is not limited to:
(1) The principal amount of the public deposit;
(2) All accrued interest through the date of default;
(3) Additional interest at the rate the public deposit was earning on the total of Subsections (1) and (2) above through the day of payment by a liquidator or other third party or through the date of sale of eligible collateral by the Treasurer or his agent; and
(4) Attorney’s fees incurred in recovering public deposits.
Definition of Loss. The term "Loss" shall mean the negative result, if any, of the following calculations:
Definition of Loss. “Loss” means any loss, cost, damage, expense, payment, liability or obligation incurred or suffered with respect to the act, omission, fact or circumstance with respect to which such term is used, including: (i) subject to Section 8.5(b), related attorneys’, accountants’ and other professional advisors’ fees and expenses, including those as to investigation, prosecution or defense of any Claim or threatened Claim including any attorneys’ fees and expenses in connection with one or more appellate or bankruptcy proceedings arising out of any such Claim; and (ii) amounts paid in settlement of a dispute with a Person not a Party that if resolved in favor of such Person would constitute a matter to which a Party is indemnified pursuant to this Agreement, even though such settlement does not acknowledge that the underlying facts or circumstances constitute a breach of a representation and warranty or other indemnified matter. Notwithstanding the foregoing, “Loss” shall not include a direct claim by a Party for punitive or exemplary damages but shall include any such damages awarded to the claimant in a Third Party Claim underlying a claim for indemnification under this Article VIII. For purposes of this Article VIII, each of Purchaser and CREC shall be deemed to suffer any Loss suffered by Seller in an amount equal to the product of the amount of the Loss suffered by Seller by such Party’s Percentage Interest (as that term is defined in the Operating Agreement Amendment). Solely for the avoidance of any duplication in payment, the Parties acknowledge and agree that an Indemnifying Party shall not be required to make a separate indemnification payment to a member of Seller for a Loss if the Indemnifying Party is already indemnifying Seller for the same Loss.
