Specified Losses definition

Specified Losses is defined in Section 7.3(b).

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.

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

Examples of Specified Losses in a sentence

• Indemnitor shall remit payment of the Specified Losses identified in the applicable Notice of Claim within thirty (30) days of the end of the Dispute Period for all amounts that are not subject to a Dispute Notice provided in good faith during the Dispute Period; provided, however, that in no event shall Indemnitor be liable or responsible for any amounts in the aggregate in excess of the Maximum Indemnification Amount.

• 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.

• If Valley Fair does not object to the amounts reflected on a Specified Losses Statement, the Specified Losses for that period shall be as set forth in the Specified Losses Statement.

• Additionally, the license fee provided under the Toys/Sports License Agreement shall be reduced from 11% of net sales to 10% of net sales (as defined in the Toys/Sports License Agreement) until the time that the cumulative amount of the 1% reductions equal the amount of the Specified Losses not otherwise refunded to Buyer under the above provisions of this Section 3.3(e) (which amount will not exceed Four Million Dollars ($4,000,000)).

• 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.

More Definitions of Specified Losses

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

Specified Losses shall have the meaning set forth in Section 9.10 of the Company Group Disclosure Schedule.