Specified Losses definition

Specified Losses means, with respect to any Losses incurred by an Indemnified Person, all such Losses arising from, in respect of or in connection with any criminal conduct, intentional tortious conduct, willful misconduct, gross negligence, fraud, violation of public policy or any material breach of any of the terms of the Transaction Documents, in each case on the part of such Indemnified Person or its Affiliates or any of their respective employees, officers, directors, employers, agents or authorized representatives.

Specified Losses means up to $25,000,000 of extraordinary losses of the Borrower and Subsidiaries in each Fiscal Year.

Specified Losses losses in an aggregate amount not to exceed $456,600,000 resulting from or arising in connection with the securities transactions consummated by the Borrower and its Affiliates on August 1, 2012.

Examples of Specified Losses in a sentence

• Subject to the foregoing, to the extent that such amounts are received by a Buyer Indemnified Party after payment has been made by the Seller to such Buyer Indemnified Party, such Buyer Indemnified Party shall promptly pay over to the Seller the aggregate amount by which the sum of (A) the amount of such previous indemnification payment(s) regarding such Specified Losses, plus (B) the amount of such insurance recovery, exceeds all of the Specified Losses.

• Any payments by Seller pursuant to this Section 7.2 shall be net of any amounts the Buyer Indemnified Parties actually recover from any insurance policies maintained by the Company in effect immediately prior to Closing and applicable to such Specified Losses, net of expenses incurred by the Buyer Indemnified Parties in obtaining such recovery and any increases in premiums under any such insurance policies to any Buyer Indemnified Parties as a result of such claim.

• Except in the case of the Specified Losses, which shall not be indemnified by Sellers and which the provisions of Section 3.3(e) shall control, the liability of an Indemnifying Party under this Agreement shall be recoverable only if and to the extent the cumulative damages suffered by the party for all indemnifiable breaches under this Section 14 exceed Five Hundred Thousand Dollars ($500,000).

• Thereafter, Indemnitee shall notify Indemnitor on a quarterly or, in its discretion, a more frequent basis, of Specified Losses paid by Indemnitee in excess of $33,227,523 (“Notice of Claim”).

• The Buyer Indemnified Parties will take commercially reasonable steps to mitigate, to the extent required by Law, any of the Specified Losses for which any of the Buyer Indemnified Parties may seek indemnification hereunder.

More Definitions of Specified Losses

Specified Losses means the Restructuring Charges, the $13,500,000 of charges taken by Manor Care in the quarter ending May 31, 1998 and up to $25,000,000 of extraordinary losses of the Company and its Subsidiaries in each fiscal year commencing January 1, 1999.

Specified Losses means an amount equal to (A - B) x C, where A = $22 B = the greater of (i) the three day volume weighted average trading price of a trust unit of the Fund (or a common share of any successor to the Fund, as applicable) on the last Business Day prior to the date of such final order or ruling, and (ii) the net proceeds per trust unit of the Fund (or common share of any successor to the Fund, as applicable) realized by the Vendors in connection with any sale, equity monetization or other disposition of trust units of the Fund or common shares of any successor to the Fund, as applicable, made within 180 days following the termination of this Agreement in accordance with its terms, provided that if no such disposition has occurred during such 180-day period, then “B” will be the amount specified in item (i) above. C = 104,609,895 plus any out-of pocket expenses reasonably incurred by the Vendors in connection with securing the payment of the indemnification provided by Section 7.03(2).”

Specified Losses means (i) amounts that Indemnitee actually pays subsequent to November 30, 2009 under the Specified Reinsurance Agreements in fulfillment of Indemnitee’s excess of loss contractual obligations thereunder, with respect to the WC Policies (which have been historically coded in the Indemnitee’s loss system as set forth in Exhibit B), less (ii) the net amounts received or otherwise recovered by Indemnitee or Indemnitee’s Affiliates as a result of any subrogation, credits under side agreements or any other matters related to any payment made by Indemnitee pursuant to Section 1(b)(i) after deduction of Indemnitee’s costs and expenses incurred in obtaining such amounts (collectively, the “Recoverables”). Notwithstanding anything herein to the contrary, “Recoverables” shall not include amounts received or otherwise recovered under the Indemnitee’s outward retrocessional contracts in effect on the date of this Agreement. Notwithstanding anything herein to the contrary, “Specified Losses” shall not include, and Indemnitor shall have no obligations with respect to, (i) any amounts resulting, directly or indirectly or in whole or in part from, Indemnitee’s or its Affiliates’ (A) bad faith, willful misconduct or negligence occurring after the effective date of this Agreement, or (B) breach of the terms and conditions of this Agreement, (ii) any consequential, indirect, special, exemplary or punitive damages, (iii) any workers’ compensation losses arising from quota share, pro-rata, facultative, or finite reinsurance agreements or (iv) any claims or losses arising from the 2001 World Trade Center catastrophe (including any claims and losses falling within the catastrophe number 48).

Specified Losses means the trading losses totaling $7.1 million on a pre-tax basis incurred by Hoenig UK, described in the FSA Noxxxxx, plus (i) all fees and expenses incurred on or before the date of Amendment No. 1 in connection with the matters referred to in the FSA Notices, (ii) all Escrow Expenses (as defined in the Escrow Agreement), (iii) all penalties and fines levied by any Governmental Entity in connection with the matters referred to in the FSA Notices and (iv) all fees and expenses incurred after the date of Amendment No. 1 in connection with any inquiry, investigation or proceeding by any Governmental Entity relating to the matters referred to in the FSA Notices.

Specified Losses has the meaning set forth in Section 8.3(c).

Specified Losses has the meaning set forth in Section 6.2(b)(i)(A).

Specified Losses means the net losses realized by Buyer within two (2) years of the Effective Date (based on Buyer's books and records maintained for financial accounting purposes prepared on a basis consistent with Widmxxx'x xxxt practices) directly attributable to (i) moving the HBA Inventory from the Widmxxx Xxxehouse Facility to a different warehouse facility, and (ii) closing any of the Non-VCD Stores, but excluding losses incurred in the operation of a Non-VCD Store prior to the date of the final determination by Buyer to close such store. For purposes of calculating the net losses realized by Buyer under this definition, items of income or loss realized by Buyer from matters not identified in (i) or (ii) of the preceding sentence shall not be taken into account.