Good Faith Damages Estimate definition

Good Faith Damages Estimate means, with respect to any pending or unresolved claim asserted by a Buyer Party that is reasonably expected to result in indemnification pursuant to Article 6, an amount equal to the good faith estimate by the Buyer Party of its indemnifiable Losses in respect of such claim.
Good Faith Damages Estimate as of the first anniversary of the Closing Date.
Good Faith Damages Estimate has the meaning set forth in Section 10.1(a).

Examples of Good Faith Damages Estimate in a sentence

  • No Buyer Direction submitted pursuant to the preceding sentence will be valid if received by the Escrow Agent after the Escrow Termination Date; provided, however, pursuant to Section 11.05(b)(ii) of the Merger Agreement, the Escrow Agent shall retain a portion of the Indemnity Escrowed Funds that represents the Good Faith Damages Estimate (as defined in the Merger Agreement) and the Escrow Agent shall accept any Buyer Direction relating to such amounts after the Escrow Termination Date.

Related to Good Faith Damages Estimate

  • Estimate means to be based on technical evaluation of the sources contributing to the discharge including, but not limited to, pump capabilities, water meters, and batch discharge volumes.

  • Actual Damages has the meaning set forth in Section 12.4(C).

  • Rejection Damages Claim means any Claim on account of the rejection of an Executory Contract or Unexpired Lease pursuant to section 365 of the Bankruptcy Code or the repudiation of such contract.

  • Delay Damages means the damages assessed pursuant to Section 3.2(a) hereof.

  • Economic damages means objectively verifiable monetary losses, including medical expenses, loss of earnings, burial costs, loss of use of property, cost of replacement or repair, cost of obtaining substitute domestic services, loss of employment, and loss of business or employment opportunities.

  • Daily Delay Damages means with respect to a Guaranteed Project Milestone, an amount equal to (a) the Project Development Security Amount posted as of the first date that Daily Delay Damages are payable under this Agreement with respect to such Guaranteed Project Milestone, divided by (b) 120.

  • Gross Liability Value means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.

  • Intrinsic Loss Estimate means total losses under the shared loss agreements in the amount of One hundred Sixty-eight million dollars ($168,000,000.00).

  • Cost Estimate means the detailed projected expenditure, including material costs and overhead, equipment costs and overhead, labor costs and overhead, and all taxes associated with each major material and service component, required for a line extension. It shall also separately identify any incremental costs associated with providing premium services. The Company may, for the purpose of standardization, establish standard construction cost estimates, for basic or premium service plans, which shall not exceed, in any event, the average cost of constructing such line extensions in the area involved, in which case the term “cost estimate” as used in this section will be understood to mean the standard estimate thus established.

  • Loss or Damage means any loss or damage to the Vehicle, including that caused by theft of the Vehicle or by adverse weather events, that requires repair or replacement including the loss of use of the Vehicle (demurrage), legal expenses, assessment fees, towing and recovery costs, storage, service charges and any appraisal fees of the Vehicle;

  • Damages means any loss, claim, damage, liability, costs and expenses (including, without limitation, reasonable attorney's fees and disbursements and costs and expenses of expert witnesses and investigation).

  • Direct Damage has the meaning given to it in clause 26.2;

  • SF1-4 Intrinsic Loss Estimate means total losses under this Single Family Shared-Loss Agreement in the amount of eleven million dollars ($11,000,000.00).

  • Settlement Costs means all costs incurred by the Settlement Class and their attorneys, including but not limited to Plaintiffs’ attorneys’ fees, their costs of suit, Plaintiffs’ expert or consultant fees, any incentive payments paid to the Class Representatives, notice costs, costs of Claims Administration, and all other costs of administering the settlement.

  • Environmental Damages means all liabilities (including strict liability), losses, damages (excluding consequential, special, exemplary or punitive damages except to the extent such damages were imposed upon an Indemnitee as a result of any claims made against such Indemnitee by a governmental entity or any other third party), judgments, penalties, fines, costs and expenses (including fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind or character, at law or in equity, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, made, incurred, suffered, brought, or imposed at any time and from time to time, whether before or after the Release Date and arising in whole or in part from:

  • Punitive Damages are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute.

  • Compensatory Damages are those amounts awarded to compensate for the actual damages sustained, and are not awarded as a penalty, nor fixed in amount by statute.

  • Estimated Costs means costs estimated by the Authority as likely to be:

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

  • Noneconomic damages ’ means damages for phys-

  • Estimated Cost , for the purposes of rule 22, means the estimated cost to maintain, repair or replace a major capital item;

  • Property damage means physical injury to, destruction of, or loss of use of tangible property.

  • Maximum Liability has the meaning assigned to such term in Section 10.10.

  • Attorneys’ Fees means the full and actual cost of any legal services actually performed in connection with the matter involved calculated on the basis of the usual fee charged by the attorney performing such services and shall not be limited to "reasonable attorneys' fees" as defined in any statute or rule of court.

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • State Estimator means a computer model that computes the state (voltage magnitudes and angles) of the Transmission System using the network model and real-time measurements. Line flows, transformer flows, and injections at the busses are calculated from the known state and the transmission line parameters. The State Estimator has the capability to detect and identify bad measurements.