Joint Losses definition

Joint Losses means (individually and collectively, as appropriate) any Guaranty Losses that are not a BR Party Caused Guaranty Loss or a TriBridge Party Caused Guaranty Loss. TriBridge shall be responsible for 7.5% of any Joint Loss, and the Bluerock Guarantor shall be responsible for 92.5% of any Joint Loss.
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Joint Losses means any and all Losses paid by Quidel or ▇▇▇▇▇▇▇ or any of their respective Affiliates to a Third Party (other than a Governmental Authority), in each case, as a result of any actual or threatened Proceedings by any Third Party (other than a Governmental Authority) to the extent solely arising out of the entry into this Agreement or any Related Agreement by the Parties, but only to the extent such Losses are not subject to indemnification pursuant to Section 8.1 or 8.2 or the indemnification provisions of the applicable Related Agreement.
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Joint Losses shall have the meaning set forth in Section 13.3 (Joint Losses).
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Examples of Joint Losses in a sentence

  • No member of the CBS Group shall commence any litigation, arbitration, mediation or similar proceeding concerning coverage under the Policies for such Joint Liabilities or Joint Losses without the consent of New Viacom, which consent shall not be unreasonably withheld.

  • From and after the Effective Date, (i) Quidel shall indemnify and hold harmless ▇▇▇▇▇▇▇ and its Affiliates for 50% of any and all Joint Losses paid by ▇▇▇▇▇▇▇ or any of its Affiliates to a Third Party, and (ii) ▇▇▇▇▇▇▇ shall indemnify and hold harmless Quidel and its Affiliates for 50% of any and all Joint Losses paid by Quidel or any of its Affiliates to a Third Party (other than a Governmental Entity).

  • If the parties to a Proceeding under which Joint Losses may arise including both Quidel or any of its Affiliates and ▇▇▇▇▇▇▇ or any of its Affiliates, then the Parties shall each be entitled to participate in the defense of the Third-Party Claim with respect thereto and shall cooperate in such defense.

  • Subject to Section 3 below, (i) the ▇▇▇▇▇▇▇ Guarantor and Property Manager hereby jointly and severally indemnify and hold the Bluerock Guarantor harmless from and against (a) all ▇▇▇▇▇▇▇ Party Caused Guaranty Losses and (b) 5% of all Joint Losses, and (ii) the Bluerock Guarantor hereby indemnifies and holds the ▇▇▇▇▇▇▇ Guarantor harmless from and against (c) all BR Party Caused Guaranty Losses and (d) 95% of all Joint Losses.

  • Otherwise, for all other Proceedings under which Joint Losses may arise, the Party that is a party thereto (or whose Affiliates are a party thereto) shall be entitled to assume and control the defense of the Third-Party Claim with respect thereto.

  • In the event that the Losses referred to in a Claim Certificate are Joint Losses, then the Escrow Agent shall withdraw from the Escrow Fund and deliver to Zygo the full amount of such Joint Losses (to the extent available in the Escrow Fund) and the accounts of the Shareholders shall be reduced on a pro rata basis in accordance with the ratio of the original deposits of Zygo Common Stock initially comprising the Escrow Fund.


More Definitions of Joint Losses

Joint Losses means any and all Losses paid by Quidel or Beckman or any of their respective Affiliates to a Third Party (other than a Governmental Authority), in each case, as a result of any actual or threatened Proceedings by any Third Party (other than a Governmental Authority) to the extent solely arising out of the entry into this Agreement or any Related Agreement by the Parties, but only to the extent such Losses are not subject to indemnification pursuant to Section 8.1 or 8.2 or the indemnification provisions of the applicable Related Agreement.
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Joint Losses means any amount for which the Shareholders are jointly and severally liable arising under Section 11.01(a) of the Merger Agreement.
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Related to Joint Losses

  • 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.

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

  • Relevant Losses means, in relation to:

  • 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.

  • 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: