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.
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;
Incurred Losses. Total of all losses occurred during a period, whether paid or not.
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;
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.
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.