Common use of Loss Calculation Clause in Contracts

Loss Calculation. In connection with calculating the amount of Losses that an Indemnified Party is entitled to recover under Section 8.1(a), (i) in calculating the amount of Losses incurred by Purchaser, Losses shall include the loss and/or diminution in value of Purchaser’s membership interest in the Company and (ii) except as contemplated by the foregoing clause (i) and clause (x)(B) of the definition of “Company Material Adverse Effect” under this Agreement, no party shall be liable for consequential, special, indirect, incidental, punitive, lost profit or other expectancy damages.