Computation of Losses Clause Samples

Computation of Losses. For purposes of calculating any Losses suffered by an Indemnified Party pursuant to this Agreement, or under any other specific indemnification covenant contained in this Agreement, each Loss shall bear interest at a fluctuating rate of interest equal to the prime rate (as published in the Wall Street Journal) from the date incurred to the date the indemnification payments with respect thereto is made.

Computation of Losses. Notwithstanding anything in this Agreement to the contrary, the amount of any Losses otherwise payable to an Indemnified Party shall be reduced by the amount of net insurance proceeds actually received by such Indemnified Party as compensation for the damage or Losses caused by the act, or omission, fact or circumstance giving rise to the Losses.

Computation of Losses. The amount of any liability of Seller under Section 6.02(a) shall be computed net of any tax benefit to Buyer Indemnified Parties actually received by Buyer Indemnified Parties, net of any insurance proceeds actually received by Buyer Indemnified Parties, and net of any indemnity, contribution, or other similar payment actually received by any Buyer Indemnified Party with respect to the matter out of which such liability arose. The amount of any liability of Buyer under Section 6.02(b) shall be computed net of any tax benefit to Seller Indemnified Parties actually received by Seller Indemnified Parties, net of any insurance proceeds actually received by Seller Indemnified Parties, and net of any indemnity, contribution, or other similar payment actually received by any Seller Indemnified Party with respect to the matter out of which such liability arose.

Computation of Losses. In determining the amount of any indemnifiable loss hereunder, the aggregate amount of any insurance proceeds received by or benefiting the indemnified party and any tax deduction or tax benefit received by the indemnified party in connection with the facts giving rise to the right to indemnification shall be deducted from the amount to be paid by the indemnifying party. If, with respect to any indemnifiable loss paid by an indemnifying party, the indemnified party subsequently receives insurance proceeds, a tax deduction, or a tax benefit, the indemnified party shall, as soon as may be practicable, pay to the indemnifying party an amount equal to such insurance proceeds, tax deduction, or tax benefit.

Computation of Losses. Without limiting the generality of Section 12.1.2, any benefits received by the Purchaser or the Group Entities in connection with or as result of the Breach (including avoided losses, tax benefits and savings, and increases in the value of any asset owned by the Group Entities (Abzug neu für alt)) shall be deducted for the purpose of computing the Losses (Vorteilsausgleich) in accordance with Section 254 BGB.

Computation of Losses. For purposes of calculating any Losses suffered by an Indemnified Party pursuant to this Agreement, or under any other specific indemnification covenant contained in this Agreement, each Loss shall bear interest at a fluctuating rate of interest equal to the prime rate (as published in the Wall Street Journal) from the date incurred to the date the indemnification payments with respect thereto is made. Exclusive Remedy. From and after the Closing, the indemnities set forth in Sections 7.1 and 7.2 shall be the exclusive remedies of Buyer and Sellers and their members, employees, agents and affiliates for any breach by the other of any representation, warranty, covenant or agreement contained in this Agreement; no such Person shall be entitled to any further indemnification rights or claims of any nature whatsoever in respect thereof, all of which such Persons hereby waive; and the parties shall not be entitled to a rescission of this Agreement.

Computation of Losses. 46 ARTICLE XII -- MISCELLANEOUS

Computation of Losses. (i) Recovery hereunder may not be obtained for the same Loss more than once. (ii) For purposes of (A) determining whether a breach has occurred and (B) calculating Losses in connection with a claim for indemnification under this Article X, each of the representations and warranties that contains any qualifications as to “material,” “materiality” or “Material Adverse Change” or similar qualifications shall be deemed to have been given as though there were no such qualifications.

Computation of Losses. For purposes of determining whether a breach of a representation or warranty under Article III or Article IV has occurred and calculating any Losses suffered by an Indemnified Party pursuant to Sections 8.1 or 8.2 hereof or under any other specific indemnification covenant contained in this Agreement, (a) the amount of the Losses suffered by the Indemnified Party shall be the net amount of the Loss so suffered after giving effect to the aggregate value of any money or other assets with a readily determinable value (including, without limitation, proceeds of insurance) realized by the Indemnified Party in connection therewith, and (b) each representation or warranty that contains any qualification as to “materiality” or “material adverse effect” shall be deemed to have been given as though there were no such qualification, and any such qualification shall be disregarded for purposes of this Article VIII.