Excepted Losses definition

Excepted Losses means (a) Losses based on breaches of the Fundamental Representations, Section 3.13 of this Agreement, Section 3.11 of the MOC Purchase Agreement or covenants in this Agreement or the MOC Purchase Agreement relating to Taxes that are indemnified pursuant to Section 10.2(b)(i), Section 10.2(b)(ii), Section 10.2(d)(i) or Section 10.2(d)(ii), (b) Losses that are indemnified as Seller Taxes as set forth in Section 10.2(b)(iv), MOC Seller Taxes as set forth in Section 10.2(d)(iii) or in respect of Sellers’ own Taxes as set forth in Section 10.2(d)(iii) or (f), (c) Losses arising from Fraud, or (d) Losses that are indemnified pursuant to Section 10.2(b)(iii).
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Excepted Losses shall have the meaning given those terms in Section 10.6.
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Excepted Losses shall have the meaning specified in Section 8.4 of this Agreement.
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Examples of Excepted Losses in a sentence

  • Notwithstanding the foregoing, the limitations set forth in this Section 10.4(a) shall not apply to Excepted Losses.

  • The Indemnity Escrow Fund shall be the sole source of recovery of the Indemnified Parties with respect to indemnification claims brought pursuant to this Agreement, other than claims to recover Excepted Losses.

  • The limits on Excess Indemnification Payments set forth in the foregoing sentence shall not apply to indemnification claims brought by Indemnified Parties pursuant to Section 7.2 for Excepted Losses resulting from fraud or intentional misconduct.

  • In the case of Excepted Losses, (i) Seller’s aggregate liability for such Losses shall be limited to the Purchase Price, and (ii) there shall not be a Basket Amount.

  • With respect to the Excepted Losses, the maximum aggregate Damages payable by the Effective Time Holders shall be limited to such Person’s Pro Rata Share of the Merger Consideration and, except with respect to any matter described in Section 8.2(b), the Escrow Amount shall be the first source, but not the sole source to satisfy such Excepted Losses.


More Definitions of Excepted Losses

Excepted Losses means (a) Losses based on breaches of the Fundamental Representations, Section 3.13 of this Agreement, Section 3.11 of the MOC Purchase Agreement or covenants in this Agreement or the MOC Purchase Agreement relating to Taxes that are indemnified pursuant to Section 10.2(b)(i), Section 10.2(b)(ii), Section 10.2(d)(i) or Section 10.2(d)(ii), (b) Losses that are indemnified as Seller Taxes as set forth in Section 10.2(b)(iv), MOC Seller Taxes as set forth in Section 10.2(d)(iii) or in respect of Sellers’ own Taxes as set forth in Section 10.2(d)(iii) or (f), (c) Losses arising from Fraud, or (d) Losses that are indemnified pursuant to Section 10.2(b)(iii). “Execution Date” has the meaning provided such term in the Preamble. “Facilities” has the meaning provided such term in the MOC Purchase Agreement. “Final Adjustment Amount” has the meaning provided such term in Section 2.3(b). “Final Allocation Schedule” has the meaning provided such term in Section 2.4(b). “Financial Statements” has the meaning provided such term in Section 3.6(a). 5
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Excepted Losses means (a) Losses based on breaches of the Fundamental Representations, Section 3.13 of this Agreement, Section 3.11 of the MOC Purchase Agreement or covenants in this Agreement or the MOC Purchase Agreement relating to Taxes that are indemnified pursuant to Section 10.2(b)(i), Section 10.2(b)(ii), Section 10.2(d)(i) or Section 10.2(d)(ii),(b) Losses that are indemnified as Seller Taxes as set forth in Section 10.2(b)(iv), MOC Seller Taxes as set forth in Section 10.2(d)(iii) or in respect of Sellers’ own Taxes as set forth in Section 10.2(d)(iii) or (f), (c) Losses arising from Fraud, or (d) Losses that are indemnified pursuant to Section 10.2(b)(iii).
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Related to Excepted Losses

  • Excepted Payments means and include (i)(A) any right, title or interest to any indemnity (whether or not constituting Supplemental Rent and whether or not a Lease Event of Default exists) payable to either the Owner Lessor, the Lessor Manager, the Trust Company, or the Owner Participant or to their respective Indemnitees and successors and permitted assigns (other than the Indenture Trustee) pursuant to Section 2.3, 9.1, 9.2, 11.1 or 11.2 of the Participation Agreement, and any payments under any Tax Indemnity Agreement (provided that Excepted Payments shall not include any Periodic Rent) or (B) any amount payable by the Facility Lessee to the Owner Lessor or the Owner Participant to reimburse any such Person for its costs and expenses in exercising its rights under the Operative Documents or the South Point Ground Lease, (ii)(A) insurance proceeds, if any, payable to the Owner Lessor or the Owner Participant under insurance separately maintained by the Owner Lessor or the Owner Participant with respect to the Facility as permitted by Section 3(b) of Schedule 5.31 to the Participation Agreement or (B) proceeds of personal injury or property damage liability insurance maintained under any Operative Document or the South Point Ground Lease for the benefit of the Owner Lessor or the Owner Participant, (iii) any amount payable to the Owner Participant as the purchase price of the Owner Participant's right and interest in the Member Interest, (iv) all other fees expressly payable to the Owner Participant under the Operative Documents, (v) any payments in respect of interest, or any payments made on an After-Tax Basis, to the extent attributable to payments referred to in clause (i) through (vi) above; (vii) any amounts paid to the Owner Lessor as reimbursement for amounts expended pursuant to Section 20 of the Facility Lease; (viii) proceeds of the items referred to in clause (i) through (vii) above; and (ix) any rights to demand, collect, sue for, or otherwise receive and enforce payment of the foregxxxg amounts, including under the Calpine Guaranty, but without limiting clause (v) of this definition above.

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

  • Excepted Property The meaning assigned in the Granting Clauses hereof.

  • excepted fund means any: (1) money market fund; (2) fund that issues securities that are listed on a national exchange; and (3) fund that affirmatively permits short-term trading of its securities, if its prospectus clearly and prominently discloses that the fund permits short-term trading of its securities and that such trading may result in additional costs for the fund.

  • 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.

  • Incurred losses means the sum of:

  • Tax-Related Losses means (i) all federal, state, local and foreign Taxes (including interest and penalties thereon) imposed (or that would be imposed) pursuant to any settlement, Final Determination, judgment or otherwise, (ii) all accounting, legal and other professional fees, and court costs incurred in connection therewith, and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Parent (or any Parent Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in the case of each of clauses (i) through (iii), resulting from the failure of the Internal Distribution, the Contribution or the Distribution to have Tax-Free Status.

  • Casualty Loss means, with respect to all or any portion of the Assets, any destruction by fire, storm or other casualty, or any condemnation or taking or threatened condemnation or taking, of all or any portion of the Assets.

  • Electrical Losses means all applicable losses, including the following: (a) any transmission or transformation losses between the CAISO revenue meter(s) and the Delivery Point; and (b) the Distribution Loss Factor, if applicable.

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

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

  • Excepted Holder Limit means, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board pursuant to Section 5.9(ii)(g), and subject to adjustment pursuant to Section 5.9(ii)(h), the percentage limit established by the Board pursuant to Section 5.9(ii)(g).

  • Excepted Person Defined in Section 13.13(a).

  • REIT Expenses means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

  • 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.

  • Permitted Leakage means any of the following:

  • Unrealized losses means the fair market value of the cost to such Person of replacing such Rate Management Transaction as of the date of determination (assuming the Rate Management Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).

  • Extraordinary Losses Any loss incurred on a Mortgage Loan caused by or resulting from an Extraordinary Event.

  • Excepted Persons The meaning specified in Section 12.13(a).

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

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

  • Excepted Liens means: (i) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained; (ii) Liens in connection with workmen's compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (iii) operators', vendors', carriers', warehousemen's, repairmen's, mechanics', workmen's, materialmen's, construction or other like Liens arising by operation of law in the ordinary course of business or statutory landlord's liens, each of which is in respect of obligations that have not been outstanding more than ninety (90) days or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP; (iv) any Liens reserved in leases for rent and for compliance with the terms of leases in the case of leasehold estates, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Company or any Subsidiary or materially impair the value of such Property subject thereto; (v) encumbrances (other than to secure the payment of borrowed money or the deferred purchase price of Property or services), easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any rights of way or other Property of the Company or any Subsidiary for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, and defects, irregularities, zoning restrictions and deficiencies in title of any rights of way or other Property which in the aggregate do not materially impair the use of such rights of way or other Property for the purposes of which such rights of way and other Property are held by the Company or any Subsidiary or materially impair the value of such Property subject thereto; (vi) deposits of cash or securities to secure the performance of bids, trade contracts, leases, statutory obligations and other obligations of a like nature incurred in the ordinary course of business; and (vii) Liens permitted by the Senior Credit Documents.

  • 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.

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

  • Allocated Realized Loss Amount With respect to any Distribution Date and any Class of Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of Certificates remaining unpaid from the previous Distribution Date.