Delphi's Losses Sample Clauses

Delphi's Losses. (a) For purposes of this Section 12.1 only, the term "
Sample 1
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Delphi's Losses. (a) Subject to the other provisions of this Article IX, each Shareholder agrees, severally and not jointly, to indemnify and hold harmless Delphi and each of the Companies and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (collectively, the "Delphi Indemnified Parties", and each, a "Delphi Indemnified Party") from, against and in respect of any and all Delphi's Losses (as defined below) suffered, sustained, incurred or required to be paid by any Delphi Indemnified Party by reason of (i) any representation or warranty made (whether as of the date of this Agreement, as of the Closing Date or as of another date) by such Shareholder in Article II of this Agreement or in Section 4 of either of the Option Agreements, in the Disclosure Schedule or in any certificate or other document or instrument delivered by or on behalf of any Shareholder in connection herewith (all of which, for purposes of this Article IX, shall be read as if they contained no qualifications for material adverse effect or material adverse change and no other qualifications, exceptions or provisos relating to materiality) being untrue or incorrect in any material (as defined below) respect; or (ii) any failure by any of such Shareholder to observe or perform any of their respective covenants and agreements set forth in this Agreement in any material respect.
Sample 1

Related to Delphi's 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.

  • 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.

  • Profits Losses and Distributions A. Each Member shall share all profits and losses, pro rata, in proportion to the Member's Interest in the Company. A Member's Interest shall be defined as a Member's pro rata share of ownership in the Company.

  • 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:

  • No Duty to Mitigate Losses Executive shall have no duty to find new employment following the termination of his employment under circumstances which require Company to pay any amount to Executive pursuant to this Article 6. Any salary or remuneration received by Executive from a third party for the providing of personal services (whether by employment or by functioning as an independent contractor) following the termination of his employment under circumstances pursuant to which this Article 6 apply shall not reduce Company’s obligation to make a payment to Executive (or the amount of such payment) pursuant to the terms of this Article 6.

  • Net Operating Losses In the case of a Deconsolidation Event, notwithstanding any other provision of this Agreement, VMware hereby expressly agrees to elect (under section 172(b)(3) of the Code and, to the extent feasible, any similar provision of any state, local or non-U.S. Tax law, including section 1.1502-21T(b)(3) of the Treasury Regulations) to relinquish any right to carryback net operating losses to any Pre-Deconsolidation Periods of Dell Technologies (in which event no payment shall be due from Dell Technologies to VMware in respect of such net operating losses).

  • Allocation of Profit or Loss All Profit or Loss shall be allocated to the Member.

  • Casualty Losses Such Managed Container shall not have suffered a Casualty Loss;

  • Compensation for Losses Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

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

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