Recoverable Loss definition
Examples of Recoverable Loss in a sentence
Notwithstanding any liability which the Company or the Purchaser may incur in Sections 5.3 and 5.4, respectively, above, the Company shall not be obligated for a Purchaser's Recoverable Loss, and the Purchaser shall not be obligated for a Company's Recoverable Loss, unless and until such loss, individually, or in the aggregate, shall have exceed $100,000, in which case such liability shall be for all amounts in excess thereof.
This condition shall be satisfied if Seller: (i) successfully cures or contests the noticed violation, and for such purpose the Closing Date may be extended by Seller at Seller’s election in Seller’s sole discretion, by written notice to Buyer, for one or more periods not to exceed sixty (60) days in the aggregate; or (ii) pays the fine or agrees that the fine shall, if assessed against Buyer, be a Buyer’s Recoverable Loss.
Notwithstanding any liability which the Company or WEDGE may incur in Sections 6.3 and 6.4, respectively, above, the Company shall not be obligated for a WEDGE's Recoverable Loss, and WEDGE shall not be obligated for a Company's Recoverable Loss, unless and until such loss, individually, or in the aggregate, shall have exceed $150,000, in which case such liability shall be for all amounts in excess thereof.
Notwithstanding any liability which the Company or the Purchaser may incur in Sections 6.3 and 6.4, respectively, above, the Company shall not be obligated for a Purchaser's Recoverable Loss, and the Purchaser shall not be obligated for a Company's Recoverable Loss, unless and until such loss, individually, or in the aggregate, shall have exceed $100,000, in which case such liability shall be for all amounts in excess thereof.
The No Recoverable Loss Notice or Annual Portfolio Loss Notice, as applicable, shall set forth in reasonable detail a calculation of the Protected Portfolio Carrying Value and Protected Portfolio Protected Value at the end of the applicable Portfolio Loss Protection Period.
In the latter case, should the enforceable court decision be ruled out by a subsequent and final court decision to the effect that the amount received or cancelled be less than what it was pursuant to the enforceable court decision, the Purchaser’s Recoverable Loss shall be increased back in due proportion and the Stockholders shall be liable in relation to such increase of the Purchaser’s Recoverable Loss.
For the purposes of this Agreement, any Loss or Claim attributable to a Material Adverse Effect which is contained within the Pre-Closing Basket shall, unless and until paid, reimbursed or fully reserved for by Seller, be treated as a Recoverable Loss to be included in the Post-Closing Basket.
The liability of a party under this Agreement (whether by virtue of any remedy conferred by this Agreement whether by way of indemnity, by statute (to the extent it is possible to exclude such liability) in tort (whether for negligence or otherwise), or on any other basis in law or equity) extends only to any Recoverable Loss.
The reduction in the number of Fluoroware Holdback Shares (the "Fluoroware Reduction") shall be equal to (i) the amount of the Fluoroware Recoverable Loss, divided by (ii) the Holdback Value.
In the case of an alleged Recoverable Loss which is disputed by the Indemnifying Party, the Parties shall attempt in good faith to resolve their differences for a period of 60 days and, if the Parties are unable to resolve their differences within such period, the Indemnified Party or Parties may submit the matter to judicial proceedings (unless an alternate dispute resolution procedure is specified in this Agreement).