Application of Sale and Other Proceeds Sample Clauses

Application of Sale and Other Proceeds. The Collateral Agent shall give at least one (1) day prior written notice to the Administrative Agent of each date (the “Application Date”) on which the proceeds and/or avails of any sale of the Collateral, or any part thereof, shall be applied, and on such Application Date, or as soon thereafter as may be practical. The proceeds and avails of the Collateral at any time received by the Collateral Agent during the existence of any Event of Default shall, when received by the Collateral Agent in cash or its equivalent, be paid over to the Administrative Agent to be applied in reduction of, or held as collateral security for, the Secured Indebtedness in accordance with the terms of the Credit Agreement. The Borrower shall remain liable to the Secured Creditors for any deficiency. Any surplus remaining after the full payment and satisfaction of the Secured Indebtedness shall be returned to the Borrower or to whomsoever the Collateral Agent reasonably determines is lawfully entitled thereto The proceeds and/or avails of the Collateral shall be applied as set forth above notwithstanding the time or order of advance of any funds secured by any such Collateral or any other priority provided by law or otherwise. By accepting the benefits of this Agreement, each of the Secured Creditors agrees that it will not initiate or prosecute, or encourage any other person to initiate or prosecute, any claim, action or other proceeding challenging the enforceability of the claims of the Secured Creditors or challenging the enforceability of any liens or security interests in assets securing the Secured Indebtedness or any part thereof and the other obligations and liabilities relating thereto, in each case, created or incurred in accordance with the terms of this Agreement and the Subsidiary Security Agreement.
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Application of Sale and Other Proceeds. The purchase money proceeds and/or avails of any sale of the Mortgaged Property, or any part thereof, and the proceeds and the avails of any remedy hereunder, together with all payments or amounts then held by the Mortgagee as part of the Mortgaged Property, shall be paid to and applied as follows: (a) First, to the payment or reimbursement of costs and expenses of foreclosure or suit, if any, and of such sale, or relating to the protection, exercise or enforcement of any right, power or remedy, and of all proper compensation, expenses, liability and advances, including legal expenses, court costs and reasonable attorneys' fees, owed to, incurred or made by the Mortgagee hereunder, and any other documented expenditures incurred or advances made by the Mortgagee in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, upon such Event of Default under this Mortgage, the Secured Credit Agreement or any Loan, and of all taxes, assessments or liens superior to the Lien of these presents and all other expenses for which the Mortgagee is entitled to reimbursement under any Loan Document; (b) Second, to the payment of such amounts remaining as shall be required to pay in full the aggregate outstanding amount of all Loans, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations to the date of distribution, shall be distributed to the Mortgagee; (c) Third, if applicable, to the payment of such amounts payable to Credit Agricole Indosuez, as agent for the Lenders, and each Lender under, and in accordance with, any leveraged lease facility with respect to any Leveraged Lease Aircraft; and (d) Fourth, to the payment of the surplus, if any, to the Company, its successors and assigns, or to whomsoever may be lawfully entitled to receive the same.
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Application of Sale and Other Proceeds. The Security Trustee shall give at least one day prior written notice to each holder of a Note then outstanding of each date (the “Application Date”) on which the proceeds and/or avails of any sale of the Collateral, or any part thereof, shall be applied, and on such Application Date, or as soon thereafter as may be practical, the proceeds and the avails of any remedy hereunder then available to the Security Trustee shall be irrevocably paid to and applied as follows:
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Application of Sale and Other Proceeds. Subject to the terms of the Intercreditor Agreement, the proceeds and avails of the Collateral at any time received by the Collateral Agent on and after the Grant Date during the existence of any Event of Default shall, when received by the Collateral Agent in cash or its equivalent, be paid over to the Administrative Agent to be applied in reduction of, or held as collateral security for, the Secured Indebtedness in accordance with the terms of the Credit Agreement. The Borrower shall remain liable to the Secured Creditors for any deficiency. Any surplus remaining after the full payment and satisfaction of the Secured Indebtedness shall be returned to the Borrower or to whomsoever the Collateral Agent reasonably determines is lawfully entitled thereto. The proceeds and/or avails of the Collateral shall be applied as set forth above notwithstanding the time or order of advance of any funds secured by any such Collateral or any other priority provided by law or otherwise. By accepting the benefits of this Agreement, each of the Secured Creditors agrees that it will not initiate or prosecute, or encourage any other person to initiate or prosecute, any claim, action or other proceeding challenging the enforceability of the claims of the Secured Creditors or challenging the enforceability of any liens or security interests in assets securing the Secured Indebtedness or any part thereof and the other obligations and liabilities relating thereto, in each case, created or incurred in accordance with the terms of this Agreement and the Subsidiary Security Agreement.
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Application of Sale and Other Proceeds. The purchase money ------------------------------------------- proceeds and/or avails of any sale of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder shall be paid to and applied as follows: First, to the payment of costs and expenses of foreclosure or suit, if any, and of such sale, and of all proper expenses, liabilities and advances, including legal expenses and attorneys' fees, incurred or made hereunder by Secured Party and of all taxes, assessments or liens superior to the lien of these presents, except any taxes, assessments or other superior liens subject to which said sale may have been made; SECURITY AGREEMENT Page 11 ------------------- Second, to the payment of the whole amount then due, owing and unpaid upon the Note for principal, interest and premium, if any; Third, to the payment of any other Note that remain unpaid; and Fourth, to the payment of the surplus, if any, to Debtor OnSite Technology L.L.C., its successors and assigns, or to whomsoever may be lawfully entitled to receive the same.
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Application of Sale and Other Proceeds. The Security Trustee shall give at least one day prior written notice to each holder of a Note then outstanding of each date (the "APPLICATION DATE") on which the proceeds and/or avails of any sale of the Collateral, or any part thereof, shall be applied, and on such Application Date, or as soon thereafter as may be practical, the proceeds and the avails of any remedy hereunder then available to the Security Trustee shall be irrevocably paid to and applied as follows: FIRST, to the payment of costs and expenses of foreclosure or suit, if any, and of such sale, and of all proper expenses, liability and advances, including reasonable legal and administrative expenses and attorneys' fees, incurred or made hereunder by the Security Trustee and of all taxes, assessments or Liens superior to the lien of these presents, except any taxes, assessments or other superior lien subject to which said sale may have been made; SECOND, to the irrevocable payment of the whole amount then due upon the Senior Notes, whether by acceleration or otherwise, for principal, interest and premium, if any; and in case such
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Related to Application of Sale and Other Proceeds

  • Application of Proceeds Subject to the terms of the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement, in each case, if executed, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all Letters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the Letters of Credit Outstanding; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

  • Improper and Other Payments (a) Neither the Company, any director, officer, employee thereof, nor any agent or representative of the Company nor any person acting on behalf of any of them, has made, paid or received any unlawful bribes, kickbacks or other similar payments to or from any person or authority, (b) no contributions have been made, directly or indirectly, by the Company to a domestic or foreign political party or candidate; and (c) the internal accounting controls of the Company are believed by the Company’s management to be adequate to detect any of the foregoing under current circumstances.

  • PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, attorneys’ fees and disbursements.

  • Litigation and Other Proceedings Except as disclosed in the SEC Documents, there are no lawsuits or proceedings pending or, to the knowledge of the Company, threatened, against the Company or any subsidiary, nor has the Company received any written or oral notice of any such action, suit, proceeding or investigation, which could reasonably be expected to have a Material Adverse Effect. Except as set forth in the SEC Documents, no judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency which could result in a Material Adverse Effect.

  • Royalties and Other Payments 5.1 For the rights, privileges and exclusive licenses granted hereunder, Licensee shall pay to CMCC the following amounts in the manner hereinafter provided until the end of the term of the last to expire Licensed Patent Right, unless this Agreement shall be sooner terminated as hereinafter provided: (a) A license issue fee of [**] Dollars ($[**]), which license issue fee shall be deemed earned on the date of the execution of this Agreement. (b) A License Maintenance Fee of [**] Dollars ($[**]),[**] Dollars ($[**]) of which shall be payable within [**] days of the first anniversary of the date of execution of this License Agreement and, [**] Dollars ($[**]) of which shall be payable [**] thereafter. (c) Licensee shall make the following milestone payments to CMCC upon the completion of the following events by Licensee (“Licensee Milestones”): (i) Payment of [**] Dollars ($[**]) upon [**] by Licensee, but not more than one payment shall be required for each Licensed Product or Licensed Process in the event that more than one [**] is required for the same Licensed Product or Licensed Process. (ii) Payment of Two Hundred Thousand Dollars ($[**]) upon [**] with respect to a Licensed Product or a Licensed Process. (iii) The Licensee Milestones will be creditable toward running royalties due CMCC for Net Sales by Licensee, up to, and no more than, [**]% of the Net Sales due in any given payment period. (iv) Notwithstanding anything to the contrary herein, it is understood by the parties that if Licensee ceases to develop a Licensed Product or Licensed Process prior to the payment of all milestones specified in this paragraph 5.1 (such Licensed Product being referred to as a “Canceled Product”) and Licensee decides to develop a different Licensed Product or Licensed Process for the same labeled indication as the Canceled Product, then Licensee shall, with respect to such other Licensed Product or Licensed Process, be obligated to pay only that/those milestone payment(s) which were not made with respect to the Canceled Product; provided however, that if Licensee does at some time in the future develop such canceled product, then appropriate and prompt adjustment with respect to milestone payments shall be made hereunder. (d) Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. Running royalties on a country-by-country basis in an amount equal to [**] percent ([**]%) of Net Sales by Licensee or an Affiliate of Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee or its Affiliate and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights. 5.2 In the event Licensee or its Affiliate has granted sublicenses under this Agreement, Licensee or its Affiliate will pay CMCC [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees on a country-by-country basis for Licensed Products or Licensed Processes derived from a new chemical entity disclosed by CMCC to Licensee or its Affiliate which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country, and [**] percent ([**]%) of Gross Compensation received by Licensee or its Affiliate from said Sublicensees for Licensed Products or Licensed Processes derived from a new chemical entity discovered by Licensee, its Affiliate or Sublicensee, and which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights in the country. 5.3 No multiple royalties shall be payable because any Licensed Product or Licensed Process, its manufacture, use, lease or sale which, but for this Agreement would infringe a Valid Claim of more than one patent licensed under this Agreement. 5.4 To the extent that Licensee or its Affiliates obtains subsequent to the date of this Agreement licenses to third party patents or other intellectual property that it or they reasonably believes are necessary to produce or sell Licensed Products or Licensed Processes, Licensee may deduct from the running royalty on Net Sales due to CMCC [**] percent [**]%) of the Net Sales as appropriate on a country by country basis due in respect of such third party patents or intellectual property, but only up to an amount equal to [**] percent ([**]%) of the Net Sales or share of Gross Compensation due hereunder for the same payment period. 5.5 For purposes of calculating royalties, in the event that a Licensed Product or Licensed Process includes both component(s) which, but for this Agreement would infringe a Valid Claim of the Licensed Patent Rights (“Patented Component”) and a component which is diagnostically useable or therapeutically active alone or in a combination which does not require the Patented Component, and such component is not covered by a Valid Claim of a Licensed Patent Right (“Unpatented Component”), then Net Sales of the Combination Product or Combination Process shall be calculated using one of the following methods; provided that in no event shall royalties payable to CMCC hereunder be reduced to less than fifty percent (50%) of those otherwise due hereunder: (a) By multiplying the Net Sales of the Combination Product or Combination Process during the applicable royalty accounting period (“accounting period”) by a fraction, the numerator of which is the aggregate gross selling price of the Patented Component(s) contained in the Combination Product or Combination Process if sold separately, and the denominator of which is the sum of the gross selling price of both the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process if sold separately; or (b) In the event that no such separate sales are made of the Patented Component(s) or the Unpatented Components during the applicable accounting period, Net Sales for purposes of determining royalties payable hereunder shall be calculated by multiplying the Net Sales of the Combination Product or Combination Process by a fraction, the numerator of which is the fully allocated production cost of the Patented Component(s) and the denominator of which is the sum of the fully allocated production costs of the Patented Component(s) and the Unpatented Component(s) contained in the Combination Product or Combination Process. Such fully allocated costs shall be determined by using Licensee’s standard accounting procedures, which procedures must conform to standard cost accounting procedures. 5.6 Royalty payments shall be paid in United States dollars in Boston, Massachusetts, or at such other place as CMCC may reasonably designate consistent with the laws and regulations controlling in any foreign country. If the currency conversion shall be required in connection with the payments of royalties or other amounts hereunder, the conversion shall be made by using the exchange rate prevailing at the Bank of Boston on the last business day of the calendar quarterly reporting period to which such royalty payments relate. 5.7 The royalty payments set forth in this Agreement shall, if overdue, bear interest until payment at a per annum rate of four percent (4%) above the prime rate in effect at the Bank of Boston on the due date. The payment of such interest shall not foreclose CMCC from exercising any other rights it may have as a consequence of the lateness of any payment.

  • Applications of Proceeds The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys' fees and expenses incurred by the Secured Party in enforcing its rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party shall pay to the Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the Company will be liable for the deficiency, together with interest thereon, at the rate of 15% per annum (the "Default Rate"), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, the Company waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party.

  • Contracts and Other Collateral The Company shall perform all of its obligations under or with respect to each instrument, receivable, contract and other intangible included in the Pledged Property to which the Company is now or hereafter will be party on a timely basis and in the manner therein required, including, without limitation, this Agreement.

  • Definitions and Other Provisions of General Application SECTION 101.

  • Delivery and Other Perfection (a) Within ten (10) days after the acquisition by a Loan Party of any Portfolio Investment constituting part of the Collateral as to which physical possession by the Custodian is required in order for such Portfolio Investment to have been “Delivered”, such Loan Party shall take such actions as shall be necessary to effect Delivery of such Portfolio Investment. As to all other Portfolio Investments constituting part of the Collateral, such Loan Party shall cause the same to be Delivered within five (5) Business Days of the acquisition thereof; provided that it shall not be a violation of this Section 7.01(a) if, at any given time, Portfolio Investments constituting part of the Collateral with an aggregate Market Value of 2% or less of the aggregate Market Value of all Portfolio Investments held by the Loan Parties shall not have been Delivered in accordance with the foregoing provisions of this Section 7.01(a). In addition, and without limiting the generality of the foregoing, each Loan Party shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, account control agreements or any other agreements or consents or other papers as may be necessary or desirable in the reasonable judgment of the Collateral Agent to create, preserve, perfect, maintain the perfection and first priority nature of, or validate the security interests granted pursuant hereto, or to enable the Collateral Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall: (i) keep full and accurate books and records relating to the Collateral in all material respects, and stamp or otherwise xxxx such books and records in such manner as the Collateral Agent may reasonably require in order to reflect the security interests granted by this Agreement; and (ii) permit representatives of the Lender or the Collateral Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and, if an Event of Default shall have occurred and be continuing, permit representatives of the Lender or the Collateral Agent to be present at such Loan Party’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by such Loan Party with respect to the Collateral, all in such manner as the Lender or the Collateral Agent may reasonably require; provided that each such Loan Party shall be entitled to have its representatives and advisors present during any inspection of its books and records at such Loan Party’s place of business. (b) Without relieving a Loan Party of its obligations set forth in Section 7.01(a), each Loan Party hereby authorizes the Collateral Agent to file and refile such financing statements, continuation statements, amendments thereto, notices and other documents or instruments (including this Agreement) (and such financing statements, continuation statements, amendments thereto, notices and other documents or instruments may describe the Collateral as “all assets”, “all personal property” or words of similar effect) in such offices as the Collateral Agent may deem necessary or desirable in the reasonable judgment of the Collateral Agent in order to perfect and preserve the rights and interests granted to the Collateral Agent hereby, and agrees to do such further acts and things, and to execute and deliver to the Collateral Agent such additional assignments, agreements, powers and instruments, as the Collateral Agent reasonably determines to be necessary to carry into effect the purposes of this Agreement or to better assure and confirm unto the Collateral Agent its rights, powers, privileges and remedies hereunder; provided that the foregoing powers on the part of the Collateral Agent shall not impose any affirmative obligation upon the Collateral Agent.

  • Transfers and Other Liens Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

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