Losses; Knowledge; No Right of Contribution Clause Samples

Losses; Knowledge; No Right of Contribution. For all purposes of and under this Agreement, “Loss” shall mean: (i) any loss, claim, Tax, demand, damage, lost profits, Liability, judgment, fine, penalty, fee, cost or expense (including reasonable attorneys’, consultants’ and experts’ fees and expenses) or consequential or incidental damages or punitive damages (in connection with claims brought by a third party) (ii) any and all reasonable fees and costs of enforcing an Indemnified Party’s rights under this Agreement, and (iii) any and all reasonable fees and costs defending any Third-Party Claims. There shall be no right of contribution from the Surviving Corporation, Parent or any of their respective Subsidiaries with respect to any Loss claimed by an Indemnified Party; provided, however, that for purposes of computing the amount of any Losses incurred by an Indemnified Party, the amount of Losses shall be (i) reduced by any insurance proceeds received from any third parties by the Indemnified Parties with respect to the claim for which indemnification is sought (net of any deductible amounts, and reduced by any related increase in premiums) and (ii) reduced by any amounts, when and as, actually recovered from any third parties, by way of indemnification or otherwise, with respect to the claim for which indemnification is sought, net of costs of collection. For the purpose of quantifying an Indemnified Party’s Losses under this Article VII only (but not for the purpose of determining whether or not a breach has occurred), any representation or warranty given or made by the Company in this Agreement that is qualified in scope as to materiality (including Company Material Adverse Effect) shall be deemed to be made or given without such qualification, and such qualification will not have any effect with respect to the calculation of the amount of any Losses attributable to a breach of such representation or warranty. There shall be no right of contribution from the Surviving Corporation, Parent or any of their respective Subsidiaries with respect to any Loss claimed by an Indemnified Party.
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Related to Losses; Knowledge; No Right of Contribution

  • No Right of Contribution No Seller shall have any right of contribution against the Company with respect to any breach by the Company of any of its representations, warranties, covenants or agreements.

  • Right of Contribution Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder.

  • Uninsured Losses; Proceedings Against Assets There shall occur any material uninsured damage to or loss, theft or destruction of any of the Collateral in excess of $5,000,000 or the Collateral or any other of the Loan Parties’ or any of their Subsidiaries’ assets are attached, seized, levied upon or subjected to a writ or distress warrant; or such come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter;

  • Compensation for Damages or Losses When investments by investors of either Contracting Party suffer damages or losses owing to war, armed conflict, a state of national emergency, revolt, insurrection, riot or other similar events in the territory of the other Contracting Party, they shall be accorded by the latter Contracting Party a treatment, as regards compensation or other settlement, not less favourable than that accorded to its own investors or to investors of any Third State.

  • No Punitive Damages If any dispute arises regarding the application, interpretation or enforcement of any provision of this Agreement, including fraud in the inducement, the parties hereby waive their right to seek punitive damages in connection with said dispute.