Exclusion of losses Clause Samples

Exclusion of losses. Except in the case of fraud, Malacca Securities shall not in any circumstances have any liability for any Losses which may be suffered by you, whether suffered directly or indirectly or immediate or consequential, and whether arising in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: (a) special damage, even if Malacca Securities was aware of the circumstances in which such special damage could arise; (b) loss of profits or advantage; (c) loss of anticipated savings; (d) loss of business opportunity; (e) loss of goodwill; and (f) loss or corruption of data.
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Exclusion of losses. Frontline is not liable to KTL under Clause 8.1 for any loss: (i) to the extent it arises solely as a result of an intentional act of or comission by KTL after Closing; (ii) to the extent the loss occurs solely as a result of any legislation not in force at the date hereof or any change of law which comes into force after the date hereof and (in each case) which could not reasonably have been foreseen at the date hereof; or (iii) which is contingent unless and until the contingent liability becomes an unconditional liability, provided that this shall not be interpreted so as to prevent KTL from meeting the time limitations set out in Clause 8.4 by notifying Frontline of a potential claim relating to any contingent liability.
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Exclusion of losses. The Management Warrantors are not liable to the Buyer for any Loss: (i) which arises as a result of an act of or omission by the Buyer or any members of the Buyer's Group (including the Group Companies) after the Closing; (ii) to the extent the relevant matter is reflected or otherwise included in the EV to Equity Bridge; (iii) to the extent the Loss occurs as a result of any legislation not in force at the Signing Date or any change of Law or administrative practice which comes into force after the Signing Date; or (iv) which is contingent unless and until such contingent liability becomes an unconditional liability.
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Exclusion of losses. The Sellers are not liable to the Buyer for any Covered Loss: (i) which arises as a result of an act of or omission by the Buyer or any members of the Buyer's Group (including the Group Companies) after the Closing; (ii) to the extent the relevant matter is reflected or otherwise included in the EV to Equity Bridge; (iii) to the extent the Covered Loss occurs as a result of any legislation not in force at the Signing Date or any change of Law or administrative practice which comes into force after the Signing Date; or (iv) which is contingent unless and until such contingent liability becomes an unconditional liability.
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Exclusion of losses. Provided that paragraph 10.1 will always apply, neither party shall in any circumstances whether in contract, tort (including for negligence or statutory duty) misrepresentation (whether innocent or negligent), restitution or otherwise be liable for any: 10.5.1. loss of profits; 10.5.2. loss of anticipated savings; 10.5.3. pure economic loss 10.5.4. loss of data;
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Related to Exclusion of losses

  • Mitigation of Losses The Indemnified Party shall procure that all reasonable steps are taken and all reasonable assistance is given (including the taking of any actions reasonably requested by an Indemnifying Party) to avoid or mitigate any Losses, which in the absence of mitigation might give rise to or increase a Loss in respect of any claim under this Article 8. Without limiting the foregoing, the Purchasers and the Sellers shall seek and collect any indemnification, reimbursement or other recovery of Losses that may be available under any applicable Corporate Trust Contract in accordance with Section 4.2 and the applicable provisions of the Purchase Agreement.

  • Allocation of Losses (a) On or prior to each Determination Date, the Master Servicer shall determine the amount of any Realized Loss in respect of each Mortgage Loan that occurred during the immediately preceding calendar month. (b) With respect to any Distribution Date, the principal portion of each Realized Loss (other than any Excess Loss) with respect to a Mortgage Pool shall be allocated in the following order of priority: (i) to the Class B-6 Certificates until the Class Certificate Balance thereof has been reduced to zero; (ii) to the Class B-5 Certificates until the Class Certificate Balance thereof has been reduced to zero; (iii) to the Class B-4 Certificates until the Class Certificate Balance thereof has been reduced to zero; (iv) to the Class B-3 Certificates until the Class Certificate Balance thereof has been reduced to zero; (v) to the Class B-2 Certificates until the Class Certificate Balance thereof has been reduced to zero; (vi) to the Class B-1 Certificates until the Class Certificate Balance thereof has been reduced to zero; (vii) to the Classes of Senior Certificates of the related Certificate Group, pro rata, in accordance with their Class Certificate Balances. (c) With respect to any Distribution Date, the principal portion of any Excess Loss with respect to a Mortgage Pool (other than Excess Bankruptcy Losses attributable to Debt Service Reductions) shall be allocated pro rata to each Class of Certificates of the related Certificate Group based on their respective Class Certificate Balances (in the case of the Senior Certificates) or Apportioned Principal Balances (in the case of the Subordinated Certificates). (d) Any Realized Losses allocated to a Class of Certificates pursuant to Section 4.4(b) or (c) shall be allocated among the Certificates of such Class in proportion to their respective Certificate Principal Balances. Any allocation of Realized Losses pursuant to this paragraph (d) shall be accomplished by reducing the Certificate Principal Balances of the related Certificates on the related Distribution Date in accordance with Section 4.4(e). (e) Realized Losses allocated in accordance with this Section 4.4 shall be allocated on the Distribution Date in the month following the month in which such loss was incurred and, in the case of the principal portion thereof, after giving effect to the distributions made on such Distribution Date. (f) On each Distribution Date, the Master Servicer shall determine the Subordinated Certificate Writedown Amount, if any. Any such Subordinated Certificate Writedown Amount shall effect, without duplication of any other provision in this Section 4.4 that provides for a reduction in the Class Certificate Balance of the Subordinated Certificates, a corresponding reduction in the Class Certificate Balance of the Subordinated Certificates, which reduction shall occur on such Distribution Date after giving effect to distributions made on such Distribution Date. (g) Notwithstanding the foregoing, no such allocation of any Realized Loss shall be made on a Distribution Date to a Class of Certificates to the extent that such allocation would result in the reduction of the aggregate Class Certificate Balances of all the Senior Certificates of a related Certificate Group as of such Distribution Date plus the Apportioned Principal Balances of the Subordinated Certificates of such Certificate Group as of such Distribution Date, after giving effect to all distributions and prior allocations of Realized Losses on such date, to an amount less than the aggregate Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool as of the first day of the month of such Distribution Date, less any Deficient Valuations occurring on or prior to the Bankruptcy Coverage Termination Date (such limitation, the "Loss Allocation Limitation").

  • 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 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.

  • Mitigation of Loss Each Indemnified Party shall take and shall procure that its Affiliates take all such reasonable steps and action as are reasonably necessary in order to mitigate any Losses (or potential losses or damages) under this Article 13. Nothing in this Agreement shall or shall be deemed to relieve any Party of any common law or other duty to mitigate any losses incurred by it.