Method of asserting a Loss Clause Samples

Method of asserting a Loss. 9.2.1 Any Loss shall be reduced by the amount of any express provisions in the Accounts relating to the matter, fact or circumstance giving rise to the Loss. 9.2.2 Any Loss shall be reduced by the amount of any payment made to the Group Companies or a member of the Purchaser Group pursuant to any insurance policy from which the Group Companies or a member of the Purchaser Group benefit and by the amount of any other payment made by third parties to the Group Companies or a member of the Purchaser Group (together the Recovery Claims), in order to compensate for such Loss. If such payment under a Recovery Claim is made after the Purchaser or a Group Company have received a payment for Losses, the Purchaser shall within twenty (20) Business Days following receipt thereof repay to the Vendor an amount equal to the payment under such Recovery Claim after deducting all costs incurred in recovering such Recovery Claim and any and all Tax payable by the Purchaser or a Group Company by virtue of such payment. In respect of any Recovery Claim, the Purchaser shall, and shall procure that the Purchaser Group shall, consult with the Vendor and take all such actions as the Vendor may reasonably request (thereby considering the corporate interest of the Group Companies) in writing to pursue any Recovery Claim (including the institution of any legal action or proceedings). 9.2.3 Any Loss which consists of a Tax liability giving rise to an actual Tax deduction or credit (such as value added tax that may be recouped or a Tax loss) will not be subject to indemnification under Section 9 for an amount equal to such actual Tax deduction provided and to the extent that such Tax deduction or credit is enjoyed by the relevant Group Company in the same financial year or in the first three (3) financial years after the occurrence of the matter or circumstance giving rise to the Loss. 9.2.4 Any Loss occurring solely as a result of (i) any Law not in force at the Closing Date, (ii) any retroactive Law, (iii) any modification in the interpretation by a court or an administrative authority of any Law or practice previously generally admitted, or (iv) any change, after the Closing Date, in the accounting principles and methods used by Group Companies before the Closing Date, will not be subject to indemnification under Section 9.