Loss Contingencies definition

Loss Contingencies means any “loss contingencies” in respect of litigation, claims or assessments (as defined and provided in U.S. GAAP) of the Acquired Companies or unasserted claims or assessments in respect of litigation, claims or assessments of the Acquired Companies that require financial statement disclosure (but disregarding for this purpose any materiality thresholds that would have otherwise been applied by Sellers to such loss contingencies in the preparation of the Financial Statements) pursuant to Statement of Financial Accounting Standard No. 5, that are (i) disclosed by Sellers or any Acquired Companies in the schedules relating to the Additional Representation Certificates or (ii) discovered by Purchaser pursuant to its due diligence review pursuant to Section 6.2 and identified by Purchaser as a “Loss Contingency” for this purpose prior to the Due Diligence Expiration Date pursuant to Section 6.3(b); provided, that Loss Contingencies for any purpose under this Agreement will not include any Loss Contingencies disclosed or referenced in this Agreement or the Schedules hereto, including the Financial Statements, or any Loss Contingencies in relation to Taxes.
View Source
Loss Contingencies. Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements. New Accounting Pronouncements: Beginning January 1, 2001, a new accounting standard required all derivatives to be recorded at fair value. Unless designated as h▇▇▇▇▇, changes in these fair values are recorded in the income statement. Fair value changes involving h▇▇▇▇▇ are generally recorded by offsetting gains and losses on the hedge and on the hedged item, even if the fair value of the hedged item is not otherwise recorded. This did not have a material effect as the Company had no derivative holdings at December 31, 2001. The Financial Accounting Standards Board issued SFAS No. 142, "Goodwill and Other Intangible Assets," in July 2001. The statement no longer allows for the amortization of goodwill and requires that the carrying value of goodwill be written down when it is deemed to be impaired. The Company had no recorded goodwill at December 31, 2001. On-Line Significant Accounting Policies: Significant accounting policies of On-Line prior to its sale were: - The cost of software licensing rights acquired and other product conversion costs were capitalized and amortized to expense on a straight-line basis over periods of 5 to 7 years. - Certain equipment was leased under capital lease agreements. The cost of these assets was amortized on the straight-line basis. -------------------------------------------------------------------------------- (Continued)
View Source
Loss Contingencies means any loss contingencies as defined by FASB Accounting Standards Codification 450, which shall include (a) any Action against the Company not listed on Schedule 3.11 or circumstances that could give rise to an Action, and (b) any asserted claims of errors or omissions or other professional liability claims. “Losses” means any claims, Liabilities, damages, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including reasonable attorneys’ fees and expenses, but not including any such fees or expenses in connection with investigating or pursuing any claim hereunder), but excluding punitive or exemplary damages except to the extent actually required to be paid in relation to a Third Party Claim. Losses shall be reduced to the extent of any insurance proceeds and other recoveries actually received by a Party with respect to such Losses. “LPL Networking Contract” means the Financial Institution Services Agreement, between Seller and LPL Financial LLC, dated July 1, 2013, as modified by that certain Addendum to Financial Institution Services Agreement, dated March 31, 2018. “Material Adverse Effect” means any event, change, circumstance or effect that has occurred that (i) has had, or would reasonably be expected to have, individually or in the aggregate with any other event, change, circumstance or effect, a material adverse effect upon the Company or the Covered Business, in each case, taken as a whole or (ii) would prevent, materially impair or delay Seller’s ability to perform or comply with its obligations under this Agreement or to consummate any of the transactions contemplated by this Agreement, other than events, changes, circumstances or effects resulting from or relating to (a) general economic or market conditions affecting the industry or markets in which the Company operates, (b) the announcement of the transactions contemplated by this Agreement, (c) (i) the execution of or the taking of any action expressly required by this Agreement or the taking of any action requested in writing by Buyer or (ii) the consummation of the transactions contemplated by this Agreement, (d) any change or proposed change in GAAP or other accounting requirements or principles or the interpretation thereof or any change or proposed change in applicable Laws or the interpretation thereof, (e) any national or international political conditions, including the engagement ...
View Source

Examples of Loss Contingencies in a sentence

  • If the Seller Representative does not raise any objections in a written statement to Purchaser within such thirty (30)-day period, Sellers shall be deemed to have accepted and agreed to the Purchaser Loss Contingencies and Impairment Losses Amount and the Purchaser Loss Contingencies and Impairment Losses Amount shall become final, binding and conclusive upon all parties.

  • Each Acquired Company is not, and will not as of the applicable Closing, be subject to any obligations or liabilities, whether known or unknown, accrued or unaccrued, contingent or otherwise, which in the aggregate would have an Individual Material Adverse Effect, except (a) as disclosed pursuant to this Agreement, the Exhibits and the Schedules hereto, including the Financial Statements, (b) for any Loss Contingencies and (c) for Taxes.

  • Within thirty (30) days after receipt of the Purchaser Loss Contingencies and Impairment Losses Amount, the Seller Representative shall deliver to Purchaser a written statement describing its objections (if any) to the Purchaser Loss Contingencies and Impairment Losses Amount.

  • The reserves, if any, established by the Partnership or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Partnership on the date hereof and there are no loss contingencies that are required to be accrued by Accounting Standards Codification 450-20, Loss Contingencies, which are not provided for by the Partnership in its financial statements or otherwise.

  • In the event that the Final Loss Contingencies and Impairment Losses Amount is greater than the Sellers Loss Contingencies and Impairment Losses Amount, then Purchaser shall be entitled to make a claim for indemnification pursuant to Section 10.2(a)(iv) for the amount by which the Final Loss Contingencies and Impairment Losses Amount exceeds the Sellers Loss Contingencies and Impairment Losses Amount (such amount, the “Loss Contingency and Impairment Losses Shortfall”).

  • The determination by the Contingency Firm shall be set forth in writing and shall be conclusive and binding upon all parties and shall be deemed to be the “Final Loss Contingencies and Impairment Losses Amount”.

  • The Seller Disclosure Letter sets forth a true and complete list of all loss contingencies (within the meaning of Statement of Financial Accounting Standards No. 5), except those classified as "remote" (a "Loss Contingency") of Company exceeding U.S. $10,000 in the case of any single Loss Contingency or U.S. $100,000 in the case of all Loss Contingencies.

  • Uncertainties are recorded in accordance with SFAS No. 5, Loss Contingencies.

  • Except as set forth in Schedule 3.15 hereto, there are no actions, suits, claims, demands or proceedings pending or threatened against, by or affecting Seller's Actives Division or the Transferred Assets in any court or before any arbitrator, private alternative dispute resolution system or governmental agency, nor do there exist any other FASB Loss Contingencies.

  • Loan Documents; Special Provisions for the Borrower and Foreign Incorporated Subsidiaries 46 6.3. No Conflict; Governmental Consents 48 6.4. Financial Statements 48 6.5. No Material Adverse Effect 48 6.6. Taxes 49 6.7. Litigation; Loss Contingencies and Violations 49 6.8. Subsidiaries 50 6.9. ERISA 50 6.10.

Related to Loss Contingencies

  • Contingencies has the meaning set forth in Section 9.03(a).

  • Insured Person(s) means one or more natural persons who were, now are, or shall hereafter be duly elected or appointed directors, trustees, officers, employees, committee members or volunteers of the Insured Organization, or, with respect to a Subsidiary operating outside the United States, their functional equivalent, regardless of title. It also means one or more natural persons who were, now are, or shall hereafter be duly elected or appointed directors, trustees, officers, employees, committee members or volunteers of any Property Manager, but only if

  • Shared Loss Payment Trigger means when the sum of the Cumulative Loss Amount under this Single Family Shared-Loss Agreement and the Shared-Loss Amount under the Commercial and Other Assets Shared-Loss Agreement, exceeds the First Loss Tranche. If the First Loss Tranche is zero or a negative number, the Shared Loss Payment Trigger shall be deemed to have been reached upon Bank Closing.

  • Special Hazard Loss Coverage Amount With respect to the first Distribution Date, $5,000,000. With respect to any Distribution Date after the first Distribution Date, the lesser of (a) the greatest of (i) 1% of the aggregate of the principal balances of the Mortgage Loans, (ii) twice the principal balance of the largest Mortgage Loan and (iii) the aggregate of the principal balances of all Mortgage Loans secured by Mortgaged Properties located in the single California postal zip code area having the highest aggregate principal balance of any such zip code area and (b) the Special Hazard Loss Coverage Amount as of the Closing Date less the amount, if any, of Special Hazard Losses allocated to the Certificates since the Closing Date. All principal balances for the purpose of this definition will be calculated as of the first day of the calendar month preceding the month of such Distribution Date after giving effect to Scheduled Payments on the Mortgage Loans then due, whether or not paid.

  • Insured Casualty has the meaning set forth in Section 5.1(x)(iv)(B).