Incurred Losses Clause Samples

The 'Incurred Losses' clause defines the losses that have already occurred and are recognized under an agreement, typically in the context of insurance or indemnity contracts. This clause specifies that only losses which have been reported, paid, or are otherwise acknowledged as having happened within a certain period are considered for reimbursement or coverage. For example, it may apply to claims that have been filed and processed, regardless of whether payment has been made. Its core practical function is to clearly delineate which losses are eligible for compensation, thereby preventing disputes over unreported or future losses and ensuring both parties understand the scope of covered liabilities.
Incurred Losses. Losses and Loss Adjustment Expenses plus Loss Development Reserves plus Outstanding Loss Reserves.
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Incurred Losses. As estimated by Ceding Insurer and Manager, the total US dollar amount of losses and allocated loss adjustment expenses incurred by the Segregated Account, including paid losses and allocated loss adjustment expenses, case reserves and an amount calculated for incurred but not reported losses (“IBNR”) on claims made under the Retrocession Agreement. Artex SAC shall record IBNR solely using the estimates provided by Ceding Insurer, provided that no item of loss shall be counted more than once;
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Incurred Losses. Total of all losses occurred during a period, whether paid or not.
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Incurred Losses. Subject to the terms and conditions of this Article VI, from and after the Closing, the Stockholders shall jointly and severally indemnify Blackbaud, its Affiliates (including, after the Closing, the Company), and each of their respective employees, officers, directors and agents (any, an “Indemnified Party” and collectively, the “Indemnified Parties”), for any claims, losses, liabilities, damages, deficiencies, costs (including the Software Remediation Claimed Amount) and expenses, including reasonable attorneys’ fees and expenses of investigation, defense and settlement (hereinafter individually a “Loss” and collectively “Losses”) paid, incurred, accrued or sustained (as paid, incurred, accrued or sustained) by such Indemnified Parties, or any of them (including, after the Closing, the Company), directly or indirectly, as a result of: (i) any breach or inaccuracy of a representation or warranty of the Company contained in this Agreement or in any certificate or other instruments delivered pursuant to this Agreement; (ii) any failure by the Company, any Subsidiary or any Stockholder to perform or comply with any covenant or other agreement applicable to it contained in this Agreement or in any certificate or other instruments delivered pursuant to this Agreement;
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Incurred Losses. Subject to the terms and conditions of this Article 6, from and after the Closing, Caliper shall indemnify Taconic and its officers, directors and Affiliates, including the Company, from and after the Closing (any, an “Indemnified Party” and collectively, the “Indemnified Parties”), for any claims, losses, liabilities, damages, deficiencies, diminution in value, costs, interests, awards, judgments, penalties and expenses, including reasonable attorneys’ fees and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) paid, incurred, accrued or sustained by such Indemnified Parties or any of them, directly or indirectly, as a result of: (i) any breach or inaccuracy of a representation or warranty of Caliper or the Company contained in this Agreement or in any certificate or other instruments delivered pursuant to this Agreement; (ii) any failure by Caliper, or failure by Caliper to cause the Company, to perform or comply with any covenant or other agreement Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. applicable to it contained in this Agreement or in any certificate or other instruments delivered pursuant to this Agreement; (iii) the matter described on Section 2.9(f) of the Disclosure Schedule; and (iv) [***]: (A) related to, or arising from, [***] as of the Closing, including without limitation, [***] that asserts, directly or indirectly, [***] or (B) any [***] that asserts, directly or indirectly that the [***] because of the transactions contemplated by this Agreement.
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Incurred Losses. Subject to the terms and conditions of this Article VII, from and after the Closing, the Series AA Stockholders and the Carve-Out Participants (each, an “Indemnifying Party” and collectively, the “Indemnifying Parties”) shall indemnify CS and its officers, directors and Affiliates, including the Surviving Corporation (any, an “Indemnified Party” and collectively, the “Indemnified Parties”), for any claims, losses, Liabilities, damages, costs, interests, awards, judgments, penalties and expenses, including reasonable attorneys’ fees and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) paid, incurred, accrued or sustained by such Indemnified Parties, or any of them (including the Surviving Corporation), directly or indirectly, as a result of: (i) any breach or inaccuracy of a representation or warranty of the Company or Signing Stockholders contained in this Agreement or in any certificate or other instruments delivered pursuant to this Agreement, giving effect to the Schedule of Exceptions as of the date of this Agreement (and without giving effect to any amendment or supplement); (ii) any failure by the Company to perform or comply with any covenant or other agreement applicable to it contained in this Agreement or in any certificate or other instruments delivered pursuant to this Agreement or any breach of a Signing Stockholder under this Agreement or any other Transaction Document; (iii) any Dissenting Share Payments; (iv) any Pre-Closing Taxes (except to the extent (A) such Taxes are taken into account in the calculation of Net Working Capital, or (B) such Taxes are incurred in connection with an election made under Section 338 of the Code (or any similar provision of state, local or foreign Law)); (v) any Deemed Loss under Section 7.2(b) hereof; or (vi) any Subsidiary Losses.
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Related to Incurred Losses

  • Uninsured Losses The Servicer must take the following actions in the event of loss or damage to any Mortgaged Property caused by an earthquake, flood, tornado or other natural disaster immediately following, the earlier to occur of (x) its notification or discovery of such loss or damage or (y) the time at which the Servicer reasonably should have known of such loss or damage in the exercise of Prudent Servicing Practices: (a) determine the extent of the losses or damages; (b) secure any abandoned Mortgaged Property from vandalism and the elements; (c) communicate with and counsel the respective Borrower on any disaster relief programs or other assistance which is available; and (d) take appropriate action to protect the interests of the Trustee and the respective Borrower.

  • 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.

  • Reimbursable Costs 5.3.1. To be considered eligible for reimbursement, costs have to be: • actually incurred, individually identifiable and verifiable, as backed by copies of supporting evidence, as the case may be in the Contractor’s official bookkeeping; this means that no lump sums will be eligible for reimbursement; • necessary in order to perform the tasks as specified in the Terms of Reference (Annex 2); and • cost effective and providing value for money 5.3.2. The following costs are never eligible for reimbursement: • costs for excess baggage; • costs that are covered by the per diem; and • costs that are covered from a source other than this Contract 5.3.3. Travel tickets are reimbursed by EFI up to the cost of economy class level on basis of the most cost efficient itinerary, taking into account ticket price, travel duration, number of connections and safety of the transporting company. 5.3.4. For travel tickets, EFI requires the following documentation as supporting evidence: copies of tickets or electronic reservation, invoices and boarding cards. This documentation must clearly show the class of travel used, the time of travel and the amount paid.

  • Estimated Payments Commencing on the first day of the Term on which Additional Rent is due, and on the first day of each calendar month thereafter during the Term of this Lease, Tenant shall pay Landlord all Additional Rent for: a) Real estate taxes pursuant to Section 2 above, b) Insurance premiums pursuant to Section 3 above, c) HVAC maintenance pursuant to Section 5 above, d) Common Area Charges pursuant to Section 4 above and e) Water and common utility use pursuant to Section 14 below. On an annual basis, Landlord shall provide Tenant with (a) a statement of all actual Common Area Charges and insurance premiums incurred in the preceding calendar year and (b) a statement of all charges of real estate taxes assessed against the Property in the preceding fiscal year. If Tenant has made estimated payments of Additional Rent during such calendar/fiscal year in excess of the actual amount due, Landlord shall credit Tenant with any overpayment against the next Rent otherwise due. If the actual Additional Rent due exceeds the estimated payments made by Tenant during the preceding year, Tenant shall pay such amount due as Additional Rent within 15 business days after notice from Landlord. Any failure by Landlord to deliver such statements shall not constitute a default by Landlord or operate as a waiver of Landlord’s right to collect all or any portion of Additional Rent due pursuant to the terms of this Lease. If Additional Rent for any calendar year increases by more than five percent (5%) over Additional Rent for the immediately preceding calendar year, Tenant, within ninety (90) days after receiving Landlord’s statement of actual Additional Rent (inclusive of those which vary with occupancy) for a particular calendar year, shall have the right to provide Landlord with written notice (the “Review Notice”) of its intent to review Landlord’s books and records relating to the Additional Rent for such calendar year. Within a reasonable time after receipt of a timely Review Notice, Landlord shall make such books and records available to Tenant or Tenant’s agent for its review at either Landlord’s home office or at the office of the Building, provided that if Tenant retains an agent to review Landlord’s books and records for any calendar year, such agent must (i) be a CPA firm or an in-house accountant or finance department employee of Tenant, (ii) not be compensated on a contingency basis and (iii) execute a copy of a confidentiality agreement with respect to such review. Tenant shall be solely responsible for any and all costs, expenses and fees incurred by Tenant or ▇▇▇▇▇▇’s agent in connection with such review. If Tenant elects to review ▇▇▇▇▇▇▇▇’s books and records, within thirty (30) days after such books and records are made available to Tenant, Tenant shall have the right to give Landlord written notice stating in reasonable detail any objection to ▇▇▇▇▇▇▇▇’s statement of actual Additional Rent for such calendar year. If Tenant fails to give Landlord written notice of objection within such thirty (30) day period or fails to provide Landlord with a Review Notice within the ninety (90) day period provided above, Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Additional Rent in all respects and shall thereafter be barred from raising any claims with respect thereto. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely objection notice from ▇▇▇▇▇▇, Landlord and Tenant shall work together in good faith to resolve the discrepancy between ▇▇▇▇▇▇▇▇’s statement and ▇▇▇▇▇▇’s review. If Landlord and Tenant determine that Additional Rent for the calendar year in question are less than reported, Landlord shall provide Tenant with a credit against future Rent in the amount of any overpayment by Tenant. Likewise, if Landlord and Tenant determine that Additional Rent for the calendar year in question are greater than reported, Tenant shall forthwith pay to Landlord the amount of underpayment by Tenant with the understanding that there shall be no interest or late charge added thereto at the time same is billed to Tenant by reason of the failure of Tenant to previously have paid same when the excess was billed for such reviewed period. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential. Notwithstanding anything herein to the contrary, ▇▇▇▇▇▇ shall not be permitted to examine ▇▇▇▇▇▇▇▇’s books and records or to dispute any statement of Additional Rent unless ▇▇▇▇▇▇ has paid to Landlord the amount due as shown on Landlord’s statement of actual Additional Rent, said payment being a condition precedent to ▇▇▇▇▇▇’s right to examine ▇▇▇▇▇▇▇▇’s books and records.

  • Casualty Losses In the event that more than twenty-five (25%) of the square footage of the demised premises is damaged, destroyed, or rendered untenantable by fire or other casualty, Landlord may elect to terminate this lease by giving notice of such election to Tenant on or before the day which is ninety (90) days after such fire or other casualty, stating the date of termination, which termination shall be not more than thirty (30) days nor less than twenty-one (21) days after the date on which such notice of termination shall have been given; and (1) upon the date specified in such notice this lease and the term hereof shall cease and expire; and (2) any fixed annual rent and additional rent paid for a period after such date of termination shall be refunded to Tenant upon demand. If the leased premises are damaged or destroyed in whole or in part by fire or other casualty and the Tenant(s) do not want to terminate the lease, then the obligations of Tenant to pay fixed rent and to perform all of the other covenants and agreements on the part of Tenant to be performed pursuant to this shall not be diminished or affected.