Direct Losses Only Sample Clauses

Direct Losses Only. Subject to clause 10.4, if for any reason it is determined that a party (Liable Party) is liable to the other party for breach of the Service Agreement, the liability of the Liable Party to the other party shall never exceed the direct loss or damage sustained by the other party resulting from or arising out of that breach (direct losses) and under no circumstances will the Liable Party be liable to the other party: (a) in contract, tort (including negligence) or otherwise for any and all loss or damage in the nature of: (1) consequential, special, contingent, penal or other indirect loss or damage, loss of revenue, income, profits, business, opportunity or anticipated savings, loss or anticipated loss of use, production; or (2) business interruption; or (b) for any and all claims, demands, actions or proceedings by third parties, (including any person contracting or dealing with or relying upon the provision of goods and services by the other party or having a legitimate expectation as to the reliability of the supply of gas by the other party howsoever caused)61 and any costs or expenses in connection therewith, that are not otherwise covered by clause 18.2(a).
Sample 1
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Direct Losses Only. Notwithstanding anything contained elsewhere in this Agreement, “Losses” shall not include punitive, exemplary, consequential or incidental damages (including Losses for lost profits or diminution in value) and shall be limited to actual damages without regard to any calculation based upon any multiple of earnings or other method whether or not any such method was used to determine or negotiate the Purchase Price.
Sample 1
Direct Losses Only. If for any reason it is determined that, notwithstanding Clause 18.2, a Party is liable to the other Party for breach of this Agreement other than in the circumstances described in Clause 18.1, then: 18.3.1 the liability of the Party in breach to the other Party shall never exceed the loss or damage sustained by the other Party itself resulting from or arising out of that breach; and 18.3.2 any liability shall be subject to the limitations as to quantum outlined in Clause 18.7; and 18.3.3 under no circumstances will the Party in breach be liable to the other Party: 18.3.3.1 in contract, tort (including negligence) or otherwise for any and all consequential loss or damage including, but without limiting the generality thereof, the other Party’s loss of profits, business or anticipated savings and damages, whether or not the consequential loss or damage was or ought to have been known by the Party in breach; or 18.3.3.2 for any and all claims, demands, actions or proceedings by third parties, and any costs or expenses in connection therewith, that are not already excluded under Clause 18.3.3.1.
Sample 1
Direct Losses Only. Notwithstanding anything contained elsewhere in this Agreement, "Losses" shall not include punitive, exemplary, consequential or incidental damages and shall be limited to actual damages; provided, however, that it is understood and agreed between the parties that third-party Losses actually assessed against and paid by the Buyer Indemnified Parties or the Seller Indemnified Parties arising out of punitive, exemplary, consequential or incidental damages shall be regarded as direct damages hereunder and shall be included as "Losses" subject to indemnification by Sellers or Buyer, as applicable, under this Article VIII. In the case of Taxes, Losses shall include only out-of-pocket cash payments for Taxes.
Sample 1

Related to Direct Losses Only

  • Funding Losses, Etc All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b), prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

  • 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. B. Any distribution of cash or any other property of the company shall be distributed in the following order: (1) payment of taxes; (2) payment of any indebtedness including debts owing to any Member and any other expenses; and (3) to the Members in accordance with each Member's Interest in the Company.

  • DATA LOSS The Company does not accept responsibility for the security of Your account or content. You agree that Your use of the Website or Services is at Your own risk.

  • 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.

  • Losses in Excess of the Stated Threshold In the event that the sum of the Cumulative Loss Amount under this Single Family Shared-Loss Agreement and the Stated Loss Amount under the Commercial Shared-Loss Agreement meets or exceeds the Stated Threshold, the loss/recovery sharing percentages set forth herein shall change from 80/20 to 95/5 and thereafter the Receiver shall pay to the Assuming Bank, in immediately available funds, an amount equal to ninety-five percent (95%) of the Monthly Shared-Loss Amount reported on the Monthly Certificate. If the Monthly Shared-Loss Amount reported on the Monthly Certificate is a negative number, the Assuming Bank shall pay to the Receiver in immediately available funds ninety-five percent (95%) of that amount.

  • PROFITS/LOSSES For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • 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: (i) First, 2% to the General Partner, and 98% to the Unitholders, Pro Rata, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iii) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 2% to the General Partner, and 98% to the Unitholders, Pro Rata; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (iii) Third, the balance, if any, 100% to the General Partner.

  • Interest, Funding Losses, Etc All prepayments under this Section 2.05 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of this Section 2.05, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05, prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05 in respect of any such Eurodollar Rate Loan prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit with the Administrative Agent the amount of any such prepayment otherwise required to be made hereunder until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05. Such deposit shall constitute cash collateral for the Eurodollar Rate Loans to be so prepaid; provided that the Borrower may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section 2.05.

  • Losses Under the Stated Threshold After the Shared Loss Payment Trigger is reached, not later than fifteen (15) days after the date on which the Receiver receives the Monthly Certificate, the Receiver shall pay to the Assuming Bank, in immediately available funds, an amount equal to eighty percent (80%) of the Monthly Shared-Loss Amount reported on the Monthly Certificate. If the total Monthly Shared-Loss Amount reported on the Monthly Certificate is a negative number, the Assuming Bank shall pay to the Receiver in immediately available funds eighty percent (80%) of that amount.

  • Net Loss A Net Loss for a particular fund or, in the case of a multi-class fund, a class results when aggregate Losses exceed aggregate Benefits (i.e., net redemptions on a day the fund’s or class’s NAV is overstated or net subscriptions on a day the fund’s or class’s NAV is understated) during the Error Period.

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