Calculation of Damages Sample Clauses

Calculation of Damages. (a) The amount of any Damages payable under Section 9.02 by the Indemnifying Party shall be net of any amounts actually recovered by the Indemnified Party under applicable insurance policies, or from any other Person alleged to be responsible therefor. Subject to the rights of the R&W Insurer as set forth in the R&W Insurance Policy, if the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment by the Indemnifying Party, then to the extent the Indemnified Party’s total recovery exceeds it Damages with respect to the underlying event, such Indemnified Party shall promptly reimburse the Indemnifying Party for any such excess not to exceed the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount. (b) The Indemnifying Party shall not be liable under Section 9.02 for any Damages relating to any matter to the extent that such matter has been taken into account in connection with the Purchase Price adjustment under Section 2.06. (c) Each Indemnified Party must mitigate in accordance with Applicable Law any Damages for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its Damages after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of those Damages, the Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying Party the extent of the value of the benefit to the Indemnified Party of that mitigation (less the Indemnified Party’s reasonable costs of mitigation) within two Business Days after the benefit is received. (d) Buyer and Seller agree to treat any indemnification payment made under this Agreement as an adjustment to the Purchase Price for federal income tax purposes including, as applicable, a corresponding adjustment to Final Allocation Schedule, except to the extent otherwise required by Applicable Law.

Calculation of Damages. Any Damages payable by an Indemnifying Party pursuant to Section 15.02 shall be (i) reduced by any proceeds recovered under applicable insurance policies, net of any costs incurred by the Indemnified Party in obtaining such proceeds, (ii) reduced by any indemnity, contribution or other similar payment paid to the Indemnified Party by any Third Party with respect to such Damages, net of any costs incurred by the Indemnified Party in obtaining such payment and (iii) reduced by an amount equal to any net tax benefit actually realized as a consequence of such Damages. If an Indemnified Party receives a payment required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives insurance proceeds, then the Indemnified Party will pay to the Indemnifying Party an amount equal to the excess of the payment received over the amount of the payment that would have been due if the insurance proceeds had been received, realized or recovered before the payment was made by the Indemnifying Party.

Calculation of Damages. (a) No Indemnitee shall be required to mitigate any Damages for which such Indemnitee seeks indemnification under this Agreement. The amount of any Damages payable under Section 12.02 shall be net of any amounts actually recovered by the Indemnitee under applicable insurance policies or other Contracts or from any other Person (net of any applicable deductible or increase in insurance premiums (including retro-premium adjustments); provided that the Indemnitee shall have no obligation to pursue or continue the pursuit of any such recovery. If the Indemnitee receives any amounts under applicable insurance policies or from any other Person responsible for any Damages subsequent to receipt of funds from the Indemnitors, then such Indemnitee shall promptly reimburse the Indemnitors for any funds delivered or expense incurred by the Indemnitors in connection with the delivery of such funds up to the amount received by the Indemnitee, net of any expenses (including any increase in insurance premiums (including retro-premium adjustments)) incurred by such Indemnitee (or its Affiliates) in collecting such amount. (b) Neither the Members nor Parent shall be liable under Section 12.02 for any Damages (x) to the extent that there is a specific liability or reserve relating to such matter that is included (A) in the Group Balance Sheet (solely in respect of litigation-related, bad debt or customer deposit reserves made in accordance with GAAP and specifically attributed to the applicable litigation, account receivable or customer deposit that is the subject of such indemnification claim under Section 12.02(a)(i)) or (B) in the calculation of Closing Indebtedness or Closing Net Working Capital, in each case, as finally determined pursuant to Section 2.14, or (y) to the extent such Damages are otherwise taken into account in the calculations of the amount of the Final Adjusted Purchase Price. (c) For the avoidance of doubt, subject to the determination of De Minimis Breaches set forth in Section 12.03, the amount of any Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of any Damages incurred by Holdings or its Subsidiaries shall be deemed for all purposes herein, to the extent that any Parent Indemnitee is entitled to indemnification in accordance with this Article 12, to be the proportionate amount of such Damages sustained by any Acquired Entities or any of their Subsidiaries (i.e., based o...

Calculation of Damages. Following repudiation by the Lessee if the Lessor terminates this Lease then, without prejudice to any other right or remedy, the Lessor may recover the difference between the aggregate of the Rent, the reasonable estimate of the outgoings and other money payable by the Lessee for the unexpired residue of the Term less any amount the Lessor obtains, or could in the Lessor’s opinion reasonably be expected to obtain, by observing clause 20.

Calculation of Damages. (a) The amount of any Damages payable under Section 11.03 by the Indemnifying Party shall be net of any (i) amounts actually recovered by the Indemnified Party under applicable insurance policies, or from any other Person alleged to be responsible therefor and (ii) Tax benefit actually realized by the Indemnified Party arising from the incurrence or payment of any such Damages (taking into account any current or future Tax costs). In computing the amount of any such Tax benefit, the Indemnified Party shall be deemed to fully utilize, at the highest applicable marginal tax rate then in effect, all Tax items arising from the incurrence or payment of any indemnified Damages, with such Tax items to be the last items taken into account. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount.

Calculation of Damages. The amount of any Damages payable under Section 6.01 by the Indemnifying Party shall be net of any amounts recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to the amount received by the Indemnified Party, net of any expenses incurred by such Indemnified Party in collecting such amount.

Calculation of Damages. If this Lease is terminated as provided in Paragraph 8.2(a)(i) above, Tenant, until the end of the Term, or what would have been such Term in the absence of any such event, shall be liable to Landlord, as damages for Tenant’s default, for the amount of the Base Rent and all Additional Rent and other charges which would be payable under this lease by Tenant if this Lease were still in effect, less the net proceeds of any reletting of the Premises actually collected by Landlord after deducting all Landlord’s expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage and management commissions, operating expenses, legal expenses, reasonable attorneys’ fees, alteration costs and expenses of preparation of the Premises for such reletting. Tenant shall pay such damages to Landlord monthly on the days on which the Base Rent and on the days on which Additional Rent would have been payable as if this Lease were still in effect, and Landlord shall be entitled to recover from Tenant such damages monthly as the same shall arise. If Base Rent and Additional Rent are accelerated and this Lease is terminated as provided in Paragraph 8.2(a)(ii) above, Tenant shall be liable to pay to Landlord, in one payment, as damages for Tenant’s default, an amount equal to the total amount of Base Rent and additional rent reserved in this Lease from the date of default to the date of expiration of the Term, minus such net proceeds of reletting of the Premises that Tenant proves could be collected by Landlord in mitigation, after deducting all Landlord’s expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage and management commissions, operating expenses, legal expenses, reasonable attorneys’ fees, alteration costs and expenses of preparation of the Premises for such reletting, all discounted at a fixed annual interest rate equal to the Federal Funds Rate as published in The Wall Street Journal on the date of Landlord’s election to accelerate the rents hereunder.

Calculation of Damages. Notwithstanding the foregoing, (a) in the event of termination by REC Supplier for Buyer’s default, in addition to amounts owed for RECs Delivered prior to such termination, REC Supplier shall be entitled, as liquidated damages (and not as a penalty), and, provided that such amount is paid by Buyer within 30 calendar days of REC Supplier’s notice of such termination, as its exclusive remedy for Buyer’s default hereunder, to receive cover from Buyer equal to (i) the positive difference, if any, in price (i.e., REC Price less Sales Price) multiplied by the quantity of RECs not Delivered due to the termination of the Agreement for the remaining Term of this Agreement, and (ii) actual, reasonable and verifiable third party fees, including broker fees and legal fees and expenses incurred by REC Supplier in the enforcement and protection of its rights under this Agreement; (b) in the event of termination by Buyer for REC Supplier’s default, Buyer shall be entitled, as liquidated damages (and not as a penalty), and, provided that such amount is paid by REC Supplier within 30 calendar days of Buyer’s notice of such termination, as its exclusive remedy for REC Supplier’s default hereunder, (i) to receive cover from REC Supplier equal to the sum of the Replacement Price multiplied by the quantity of RECs not Delivered due to the termination of the Agreement for the remaining Term of this Agreement and for which no renewable energy compliance payments were required; (ii) actual, reasonable and verifiable third party fees, including broker fees and legal fees and expenses incurred by Buyer in the enforcement and protection of its rights under this Agreement; and (iii) any renewable energy compliance payments paid by Buyer as a result of REC Supplier’s failure to Deliver RECs as required under this Agreement.

Calculation of Damages. (1) The amount of any Damages payable under Section 7.A and 7.B by the Indemnifying Party shall be net of any amounts recovered by the Indemnified Party under applicable insurance policies and the Indemnified Party shall use commercially reasonable efforts to collect any amounts available under such insurance policies. (2) If the Indemnified Party receives an amount under insurance coverage or from a third party with respect to Damages at any time subsequent to any indemnification provided by the Indemnifying Party pursuant to Section 7.A and 7.B, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification up to such amount received by such Indemnified Party, but net of any expenses incurred by such Indemnified Party in collecting such amount. (3) In no event shall either Buyers or Sellers be liable to the other party for any consequential damages or lost profits in excess of $750,000.