Basket Losses definition

Basket Losses means actual damages, claims, actions, demands, penalties or other liabilities including loss of Series E Original Issue Price but excluding any lost profits, resulting as a consequence of any inaccuracy or breach of any representation, warranty, covenant, undertaking, confirmation or obligation but excluding attorney’s fees and other external costs and expenses of the Investors claiming the Loss. Each Investor confirms not to be aware that the Company is in breach of any representation or warranty at the date of this Subscription Agreement. The Parties explicitly exclude and waive Article 200 para 2 CO, if and to the extent applicable. The Company’s liability for misrepresentation or breach of warranty under this Subscription Agreement shall be excluded or reduced, as the case may be, if and to the extent that:
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Basket Losses has the meaning set forth in Section 7.5(b)(ii) hereof.
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Basket Losses has the meaning assigned to that term in Section 4.11(f) of this Agreement
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Examples of Basket Losses in a sentence

  • Basket Losses shall have the meaning as defined in Section 8.4. Blocked Capital Account shall have the meaning as defined in Section 3.2.

  • The liability of the Company and towards all Investors for misrepresentations or breaches of warranties under this Subscription Agreement shall be excluded if the aggregate amount of the claimed Basket Losses for all Investors does not exceed CHF 1’000’000; provided, however, in the case the total claimed Basket Losses exceed CHF 1’000’000, the entire Loss (and not only the amount above the claimed Basket Losses) is to be compensated.

  • For purposes of calculating the Basket, Losses and Litigation Expenses shall be determined without regard to any qualification of any representation or warranty in any respect by knowledge, materiality or material adverse effect.

  • FB did indeed bear a theoretical risk; FB could possibly suffer a loss if Basket Losses were incurred so quickly that FB was unable to liquidate the Reference Basket timely enough to prevent losses beyond the 10% threshold created by the Knock-Out.

  • That possibility was remote, however, and FB also had rights through the Investment Guidelines to force HF into risk reducing trades or cause an early termination (and liquidation) of the Basket Contract even before Basket Losses reached the 10% barrier.

  • Claims for Buyer Basket Losses relating to any single matter or series of related matters shall be excluded from the Buyer Basket Amount unless the aggregate amount of such claims exceeds $50,000.

  • Sellers will not be liable for Buyer Basket Losses for any claim relating to any single matter or series of related matters under Section 8.1(a)(i) unless such claim results in Buyer Basket Losses equal to or greater than $25,000.

  • In the instant case, the Cash Settlement Amount ensured that HF would lose its premium investment dollar-for-dollar for Basket Losses until the Reference Basket fell in value by the full amount of HF’s premium investment (i.e., 10%), and the Knock-Out provision would terminate the contract with HF losing its entire investment.

Related to Basket Losses

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Net Losses means, for each fiscal year or other period, an amount equal to the Partnership's taxable income or loss for such year or period determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Aggregate Net Losses means, with respect to a Collection Period, an amount equal to the aggregate Principal Balance of all Receivables that became Defaulted Receivables during such Collection Period minus all Net Liquidation Proceeds collected during such Collection Period with respect to all Defaulted Receivables.

  • Buyer Losses has the meaning set forth in Section 10.1(a).

  • Direct Losses means all damages, losses, liabilities, penalties, fines, assessments, claims, actions, costs, expenses (including the cost of legal or professional services, legal costs being on a substantial indemnity basis), proceedings, demands and charges whether arising under statute, contract or at common law, except Indirect Losses.

  • Liquidating Losses means any net loss realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership (including upon the occurrence of any event of liquidation of the Partnership), including but not limited to net loss realized in connection with an adjustment to the book value of Partnership assets under Section 6.2 hereof.

  • Cumulative Net Losses means, as of any date of determination, the aggregate cumulative principal amount of all Receivables that have become Liquidated Receivables since the Initial Cutoff Date, net of all Net Liquidation Proceeds and Recoveries with respect to such Receivables as of last day of the most recently ended Collection Period.

  • Net Loss means, for each fiscal year or other applicable period, an amount equal to the Partnership’s taxable income or loss for such year or period as determined for federal income tax purposes by the General Partner, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) of the Code shall be included in taxable income or loss), adjusted as follows:

  • Relevant Losses means, in relation to:

  • Basket Amount has the meaning set forth in Section 10.5(b).

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Indirect Losses means loss of profits, loss of production, loss of business, loss of business opportunity, or any claim for consequential loss or for indirect loss of any nature;

  • Funding Losses has the meaning set forth in Section 2.13(b)(ii).

  • Covered Losses has the meaning set forth in Section 9.2(b).

  • distribution losses means energy losses that result from the interaction of intrinsic characteristics of the distribution network such as electrical resistance with network voltages and current flows;

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

  • Fraud Losses Realized Losses on Mortgage Loans as to which a loss is sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, including a loss by reason of the denial of coverage under any related Primary Insurance Policy because of such fraud, dishonesty or misrepresentation.

  • Losses shall have the meaning set forth in Section 5(a).

  • Tax Loss means the taxable income or tax loss of the Trust, determined in accordance with Section 703(a) of the Code, for each Fiscal Year as determined for federal income tax purposes, together with each of the Trust's items of income, gain, loss or deduction which is separately stated or otherwise not included in computing taxable income and tax loss.

  • Cumulative Realized Losses As of any date of determination, the aggregate amount of Realized Losses with respect to the Mortgage Loans.

  • Available Basket Amount means, at any date of determination, an amount (which shall not be less than $0) determined on a cumulative basis equal to the difference between: (a) the sum (without duplication) of: (i) $35,000,000, plus (ii) Cumulative Consolidated Net Income (which shall not be less than zero), plus (iii) the aggregate amount of dividends and distributions received by Borrower or its Restricted Subsidiaries in the form of Cash or Cash Equivalents on or prior to such date from Investments acquired or made utilizing the Available Basket Amount, plus (iv) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Second Amendment Effective Date, the fair market value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary (which shall not exceed the original amount of such Investment), plus (v) the Net Cash Proceeds received from any issuance or sale of its Equity Interests occurring after the Closing Date (other than issuances of Disqualified Stock and issuances or sales pursuant to an employee stock ownership plan or other employee benefit plan and excluding Net Cash Proceeds of any issuance or sale of Equity Interests for a specifically identified purpose that were expended for such specifically identified purpose without a corresponding reduction of the Available Basket Amount), plus (vi) the after-tax amount (after taking into account any available tax credit or deductions and any tax sharing arrangements) of all Distributions received in Cash by the Loan Parties after the Closing Date that are attributable to their Equity Interests in any Joint Venture or any Subsidiary that is not a Subsidiary Guarantor, plus (vii) all Net Cash Sales Proceeds received from Dispositions permitted by this Agreement, minus (b) the aggregate amount of all Investments, Capital Expenditures, Distributions and payments in respect of Subordinated Obligations, in each case to the extent made after the Closing Date with amounts available under the Available Basket Amount.

  • Purchaser Indemnitees has the meaning set forth in Section 7.2.

  • Profits and Losses means, for each Fiscal Year or other period, an amount equal to the Company's taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(l) shall be included in taxable income or loss), with the following adjustments: