Covered Losses Sample Clauses

Covered Losses. (a) The Company shall indemnify and hold harmless any Member from any Covered Loss. (b) If the Company indemnifies a Member from a Covered Loss pursuant to Section 12.2(a), each of the Members shall contribute to the Company, upon demand of the Company or any Member, such Member's pro rata share, determined in accordance with Percentage Interests, of any funds required by the Company to satisfy its indemnification obligation. Berkshire agrees to contribute (or cause to be contributed) to B-Sub, and Leucadia agrees to contribute (or cause to be contributed) to L-Sub, an amount sufficient in each case for such Member to fund its contributions as and when required under this Section 12.2(b). (c) In the event a Member or the Company becomes aware of a potential claim, event or state of affairs that could result in a Covered Loss, such Member or the Company shall promptly notify all of the Members thereof, and shall provide all Members with copies of all letters, pleadings or other documents in its possession which could or are alleged to form the material basis of any such claim or action; provided, that the failure to provide such notice in a timely fashion shall not affect the parties' respective obligations hereunder except and only to the extent that any delay in providing such notice results in actual prejudice to another party. In any case, the Members shall cooperate with respect to the defense of any such claim or action to the extent that the Members are not adverse parties or have adverse interests therein. The Members shall jointly control the defense of any such claim or action.

Covered Losses. For any Calendar Quarter, a “Covered Loss” shall be equal to 90% of any Citigroup Quarterly Net Loss for that quarter, but only to the extent that such Citigroup Quarterly Net Loss, when taken together with all prior Citigroup Quarterly Net Losses incurred on a cumulative basis by the Citigroup Ring-Fence Entities subsequent to the Effective Time, exceeds the Citigroup Deductible; provided, that in no event shall any Loss arising from a failure by any Citigroup Ring-Fence Entity to manage the Covered Assets in accordance with the Governance and Asset Management Guidelines be considered in calculating a Citigroup Quarterly Net Loss or a Covered Loss hereunder.

Covered Losses. Notwithstanding anything in this Agreement to the contrary, each Indemnified Party waives, and shall cause its insurance carrier(s) and any other party claiming through or under such carrier(s) to waive, by way of subrogation or otherwise, any and all rights of recovery against the Developer for any Claim, including Claims arising out of the negligence of any Indemnified Party, which loss or damage is covered by insurance maintained by an Indemnified Party.

Covered Losses. The parties agree that, following the Closing Date, the responsibility of the parties and their respective Affiliates with respect to Covered Losses shall be as set forth on Schedule 8.9 of the Disclosure Letter.

Covered Losses. 9.1 The Parent shall not be liable in respect of any Warranty Claim to the extent that the claim relates to a Covered Loss.

Covered Losses. (a) Section A Covered Losses shall equal six and 88/100 percent (6.88%) of Section A Subject Losses on Fixed Annuity policies.

Covered Losses. Neither the Warrantors nor the Purchaser, as the case may be, shall be liable in respect of any claim under the Warranties or clause 5.7.1(c) as the case may be, to the extent that the claim relates to a Covered Loss. A

Covered Losses. The Company will indemnify the Insured Person for the following covered losses:

Covered Losses. The Insurer will indemnify the Insured for the following Covered Losses. Each Covered Loss is subject to a separate Limit of Liability and Policy Period aggregate as stated in the declarations.