Calculation of Losses (a) The amount of any Losses for which indemnification is provided under this Article X shall be net of any (i) Tax benefits actually realized by way of a current reduced cash outlay for Taxes by the indemnified party, and amounts actually recovered by the indemnified party under insurance policies or otherwise with respect to such Losses (net of any Tax or expenses incurred in connection with such recovery), (ii) amounts recovered by the indemnified party pursuant to any indemnification by or indemnification or other agreement with any third party, (iii) any insurance proceeds or other cash receipts or sources of reimbursement received as a direct offset against such Loss (net of any costs incurred to recover such amounts) (each source named in clauses (ii) and (iii) a “Collateral Source”). The indemnifying party may require an indemnified party to assign the rights to seek recovery from a Collateral Source; provided that the indemnifying party will then be responsible for pursuing such recovery at its own expense. Purchaser shall use its commercially reasonable efforts to recover under insurance policies for any Losses prior to seeking indemnification under this Agreement. For purposes of determining when the indemnified party has realized a Tax benefit under this Section, if the indemnified party or any consolidated group of which it is a member for Tax purposes has other items of deduction, loss or credit for any taxable period ending no later than the last day of the taxable year in which the indemnity payment is made, the items of Tax benefit arising out of the Losses for which indemnity is sought shall be deemed used first prior to use of any such other items. The party seeking indemnification under this Article X shall use commercially reasonable efforts to seek recovery from Collateral Sources. The parties acknowledge and agree that no right of subrogation shall accrue or inure to the benefit of any Collateral Source hereunder.
(b) Notwithstanding anything to the contrary elsewhere in this Agreement, no party shall in any event be liable to any other Person for any consequential, special or punitive damages or any Losses based upon any multiple of lost earnings or other similar methodology used to value the Company or the Securities based on the financial performance or results of operations of the Company or its Subsidiaries, except, in each case, to the extent that any third party asserts a claim against the Company or any of its Subsidiaries for any such damages that is indemnifiable hereunder.
Calculation of Charges Contractor shall provide an invoice to the City on a monthly basis for goods delivered and/or Services completed in the immediate preceding month, unless a different schedule is set out in Appendix B, “Calculation of Charges.” Compensation shall be made for goods and/or Services identified in the invoice that the City, in his or her sole discretion, concludes has been satisfactorily performed. In no event shall the amount of this Agreement exceed [insert whole dollar amount in numbers and words -- no pennies and no “.00”]. The breakdown of charges associated with this Agreement appears in Appendix B, “Calculation of Charges.” A portion of payment may be withheld until conclusion of the Agreement if agreed to by both Parties as retainage, described in Appendix B. In no event shall City be liable for interest or late charges for any late payments. City will not honor minimum service order charges for any services covered by this Agreement.
CALCULATION OF NET ASSET VALUE U.S. Trust will calculate the Fund's daily net asset value and the daily per-share net asset value in accordance with the Fund's effective Registration Statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), including its current prospectus. If so directed, U.S. Trust shall also calculate daily the net income of the Fund
Determination of Losses The amount of any Losses subject to indemnification shall be reduced by the amounts of any Tax Benefits inuring to the Indemnified Party on account of such Loss and any insurance proceeds received by the Indemnified Party in connection therewith. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it, the Indemnified Party shall promptly pay to the Indemnifying Party that made or directed such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean any refund of Taxes paid or reduction in the amount of Taxes which otherwise would have been paid. The Indemnified Party shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Losses to the same extent as they would if such Losses were not subject to indemnification hereunder. In the event that an insurance is received by any Indemnified Party with respect to any Losses for which any such Person has been indemnified hereunder, then a refund equal to the amount of the recovery shall be made promptly to the Indemnifying Party that made or directed and provided such indemnification payments to such Indemnified Party. In the case of any Third Party Claim, unless the Indemnifying Party consents otherwise (which consent shall not be unreasonably withheld), the final amount of Losses subject to indemnification shall not be determined until, and the Indemnifying Party shall not be obligated to make a payment to the Indemnified Party until, the matter underlying the Third Party Claim becomes non-appealable or is not appealed.
Calculation of Fees Ameriprise will have sole responsibility, and Ameriprise’s records will provide the sole basis, for calculating fees for which Ameriprise invoices under this Agreement. However, the Issuer Entities may provide records to assist Ameriprise in its calculations.