Common use of Procedures and Definitions Clause in Contracts

Procedures and Definitions. 1) As used herein, "Farmland Contingent Loss" is a loss that exceeds $1,000,000.00 incurred by the Surviving Entity arising out of a matter or group of related matters relating to liabilities (fixed, contingent or otherwise, but not including losses relating to the Terra Tax case) of Farmland, the material facts of which existed at the Effective Time but were not included in Farmland's Disclosure Schedule and were not adequately reserved for in the financial statements of Farmland as of the Effective Time, or even if included in such disclosure schedule, were not adequately reserved for in the financial statements of Farmland as of the Effective Time, and a "CHSC Contingent Loss" is a loss that exceeds $1,000,000.00 incurred by the Surviving Entity arising out of a matter or group of related matters relating to liabilities (fixed, contingent or otherwise) of CHSC, the material facts of which existed at the Effective Time but were not included in CHSC's Disclosure Schedule and were not adequately reserved for in the financial statements of CHSC as of the Effective Time, or even if included in such disclosure schedule, were not adequately reserved for in the financial statements of CHSC as of the Effective Time; and which in either case come to light before October 1, 2000 or such earlier time as the parties agree. For purposes of these definitions: (i) a loss shall be deemed to have been incurred at the earlier of the time that (a) it was actually incurred, or (b) at the time that the party incurring the loss is required by GAAP to account for the loss on its books; (ii) whether a liability was "adequately" reserved for shall be assessed with reference to the finally- determined amount of the liability in question; and (iii) the amount of a Contingent Loss shall be determined net of any actual reserves.

Procedures and Definitions. 1) As used herein, "Farmland Contingent Loss" is a loss that exceeds $1,000,000.00 incurred by the Surviving Entity arising out of a matter or group of related matters relating to liabilities (fixed, contingent or otherwise, but not including losses relating to the Terra Tax case) of Farmland, the material facts of which existed at the Effective Time but were not included in Farmland's Disclosure Schedule and were not adequately reserved for in the financial statements of Farmland as of the Effective Time, or even if included in such disclosure schedule, were not adequately reserved for in the financial statements of Farmland as of the Effective Time, and a "CHSC Contingent Loss" is a loss that exceeds $1,000,000.00 incurred by the Surviving Entity arising out of a matter or group of related matters relating to liabilities (fixed, contingent or otherwise) of CHSC, the material facts of which existed at the Effective Time but were not included in CHSC's Disclosure Schedule and were not adequately reserved for in the financial statements of CHSC as of the Effective Time, or even if included in such disclosure schedule, were not adequately reserved for in the financial statements of CHSC as of the Effective Time; and which in either case come to light before October 1, 2000 or such earlier time as the parties agree. For purposes of these definitions: (i) a loss shall be deemed to have been incurred at the earlier of the time that (a) it was actually incurred, or (b) at the time that the party incurring the loss is required by GAAP to account for the loss on its books; (ii) whether a liability was "adequately" reserved for shall be assessed with reference to the finally- finally-determined amount of the liability in question; and (iii) the amount of a Contingent Loss shall be determined net of any actual reserves.