Litigation Losses definition

Litigation Losses means any monetary settlement or final, non-appealable monetary judgment rendered against CGA, CGAIM or the Company as the result of any lawsuit, action or proceeding other than a lawsuit, action or proceeding relating to any claim or loss under a Reinsured Contract in excess of the amount covered by applicable insurance and, in the case of the ▇▇▇▇▇ Litigation, in excess of an amount equal to (i) the reserve amount set forth on Schedule 3 hereto less (ii) Litigation Defense Expenses applicable to the ▇▇▇▇▇ Litigation.

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Litigation Losses means all claims, liabilities, losses, payments, settlements, damages, judgments, fines, penalties, interest, costs and expenses (including court costs, out-of-pocket fees and expenses of legal counsel, professionals and advisors, and any other amounts in connection with the investigation, defense, settlement, mitigation or appeal, regardless of the ultimate outcome) suffered, incurred, sustained or paid by Parent, Bermuda NewCo or any of their respective Subsidiaries on or after December 27, 2024, in each case arising out of, relating to or in connection with the Noteholder Litigation Matter.

Litigation Losses mean any and all damages, losses, claims, liabilities, Taxes, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Buyer Indemnified Parties incurs and that arise out of any of the Scheduled Litigations; provided, however, that the calculation of any such Litigation Losses in respect of any Scheduled Litigation shall be reduced (A) to the extent of the specific litigation liability reserves of the Company or its Subsidiaries in respect of such Scheduled Litigation in existence as of August 31, 2003 (which reserves were, as of August 31, 2003, in the amounts set forth on Schedule IV), (B) to the extent of any insurance proceeds actually received by the Surviving Corporation or its Subsidiaries in respect of such Scheduled Litigation, and (C) with respect solely to Litigation Losses consisting of court costs and attorney’s fees and expenses, by that portion of such court costs and attorney’s fees and expenses attributable to the period prior to Closing.

Examples of Litigation Losses in a sentence

• To the extent any Action involves both (1) Post-Closing Litigation Losses and (2) Pending Litigation Losses, Legacy Arbitration Losses or Legacy Proceedings Losses, that portion of the Losses which relates to Post-Closing Litigation Losses shall be indemnified under Section 10.4(a)(ii) and the balance shall be indemnified under Section 10.4(a)(iii).

• The Reinsurer also agrees to indemnify the Company for such Litigation Losses as the Reinsurer, in its sole discretion, elects to fund.

• Without limiting Durect’s liability for any breach of Durect’s representations and warranties hereunder, Durect’s sole liability and Alpharma’s exclusive remedy against Durect for any Patent Litigation Losses shall be Alpharma’s right of offset in accordance with Section 9.6(c).

• All indemnification obligations of EXCO with respect to Other Losses under clauses (ii), (iv) (but only with respect to North Coast Royalty Owner Litigation Losses and Anadarko Mid-Con Royalty Litigation Losses), (v) and (vi) shall survive without limitation.

• Subject to the limitations in Section 4, the Indemnitor shall indemnify and hold harmless the Company from and against any and all Litigation Losses and Legal Expenses incurred by the Company or any Company Group Member in connection with or arising from the Covered Litigation less the amount of any Tax Benefit arising from such Litigation Losses and Legal Expenses.

• Notwithstanding anything to the contrary contained herein, during the Escrow Period (as defined in the Escrow Agreement), the Buyer shall, with respect to any claim for Indemnified Litigation Losses or Losses hereunder, proceed first against the Escrow Fund in accordance with the terms of the Escrow Agreement before proceeding against the Seller under Section 6.17 or Article 8, respectively (or Thorn pursuant to Section 6.20).

• The provisions of this Section 9.3(j) define the sole obligations and liabilities of the Stockholders with respect to the Ramco Clean-Up Costs and Specified Litigation Losses.

• The Indemnification Notice shall set forth the aggregate amount of such claim (the “Indemnification Amount”) and shall include reasonable detail regarding the Litigation Losses, Legal Expenses incurred and Tax Benefits.

• Upon Final Resolution of any of the Covered Litigation, the Company may deliver to the Indemnitor from time to time, a written notice (an "Indemnification Notice”) setting forth a claim by the Company against the Indemnitor for indemnification of Litigation Losses and Legal Expenses arising from such Covered Litigation (an "Indemnification Claim”).

• Except in the event of a breach by Durect of any of its representations or warranties hereunder, Durect’s sole liability and Hospira’s exclusive remedy against Durect for any Patent Litigation Losses shall be Hospira’s right of offset in accordance with this Section 9.5(c).

More Definitions of Litigation Losses

Litigation Losses means the pre-tax amount of any Losses incurred by the Company and its Affiliates arising from or as a result of the Covered Litigation, taking fully into account the effect of the creation or increase in any reserve, any write down or write off of all or any portion of the value of any asset carried on the books of the Company and its Affiliates as of Effective Date, all determined in accordance with GAAP.