Recovery for Losses Sample Clauses

Recovery for Losses. 51 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER.................................................. 58
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Recovery for Losses. 51 ARTICLE VIII
Sample 1
Recovery for Losses. Notwithstanding anything to the contrary in this Agreement, if Losses are recoverable from an Indemnifying Party, such Losses will be settled, at the option of the Indemnifying Party, only by either (i) a cash payment by such Indemnifying Party to Newco in the amount of such Loss (subject to any limitations under Section 11.3), or (ii) the issuance by Newco, in full satisfaction of the obligations of the applicable Indemnifying Party with respect to such Losses, of such number of shares (“New Shares”) of Newco’s common stock so that the value of the resulting total number shares of Newco owned by the Indemnified Party (including the New Shares) equals the value of the shares of Newco owned by the Indemnified Party prior to the effect of the Loss (or, if applicable, such portion of such Loss as is effective after giving effect to Section 11.3), such value determinations to be made as of the date of the Claim Notice. The Indemnifying Party and the Indemnified Party shall attempt to agree, in good faith, on the number of New Shares to be issued to the Indemnified Party in connection with a Loss in accordance with the foregoing provisions of this Section 11.8. If the Indemnifying Party and the Indemnified Party shall not have reached agreement as to the number of New Shares within 30 days following the determination of the Loss amount by the Indemnifying Party and the Indemnified Party, Newco shall appoint an Investment Bank (as hereinafter defined) that is reasonably acceptable to Regis and Empire to promptly (but in any event within 45 days) render an opinion as to the number of New Shares to be issued to the Indemnified Party in connection with a Loss in accordance with the foregoing provisions of this Section 11.8. As used herein, “Investment Bank” means a nationally recognized investment bank, or business valuation firm, which has not, within the three years prior to its selection, had any other material business relationship with Newco or either of the Indemnifying Party or the Indemnified Party. Newco shall bear the fees and expenses of the Independent Bank. Newco and each of the Indemnifying Party and the Indemnified Party shall provide the Investment Bank with access to all information reasonably requested to assist in the determination of the number of New Shares. Any determination of the number of New Shares in accordance with this Section 11.8 shall be conclusive and binding on Newco, the Indemnifying Party and the Indemnified Party and their respe...
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Recovery for Losses 
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Related to Recovery for Losses

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Allowance for Loan Losses The Company's allowance for loan losses is, and shall be as of the Effective Date, in compliance with the Company's existing methodology for determining the adequacy of its allowance for loan losses as well as the standards established by applicable Governmental Authorities and the Financial Accounting Standards Board and is and shall be adequate under all such standards.

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

  • Allocations of Profits and Losses Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

  • 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:

  • 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:

  • Allocation of Profits Profits for any Year shall be allocated in the following order and priority:

  • Allocation of Losses Section 5.04

  • 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.

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

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