Certain Recoveries. On or prior to each Determination Date, the Servicer shall deliver to the Trustee and the Transferor a certificate of a Servicing Officer setting forth (or shall set forth in the Monthly Servicer’s Certificate) (a) the amount of Recoveries equal to the net proceeds of any sale or initial securitization (excluding any residual payments from such securitization) of Defaulted Receivables (including the related Finance Charge Receivables) to be included as Collections of Finance Charge Receivables with respect to the preceding Monthly Period, which shall be equal to the amount of any such Recoveries received during the preceding three (3) Monthly Periods divided by three (3) and (b) the portion of any such Recoveries (“unamortized Recoveries”) which have not been treated as Collections of Finance Charge Receivables with respect to the preceding Monthly Period.
Certain Recoveries. If the Agent or any Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent or such Lender, as the case may be, and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund); provided, however, that the Borrower, upon the request of the Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph (e) shall not be construed to require the Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.
Certain Recoveries. If a Lender becomes subject to Taxes because of its failure to deliver a form required under Section 1.17(d), Borrower shall take such steps as such Lender may reasonably request to assist such Lender in recovering those Taxes.
Certain Recoveries. No later than the fifth Business Day following the date of receipt by the Borrower or any other Group Member of any cash proceeds from the settlement of any claims against, or collection of any judgments rendered in respect of or from, the Sellers under the Share Purchase Agreement or the providers of any Report (in each case excluding amounts received by the Borrower reflecting an adjustment for working capital, third party claims or replacement or reinstatement of relevant assets that are committed within ninety (90) days and actually made within one (1) year from the date of receipt of the proceeds thereof), the Borrower shall prepay the Term Loans as set forth in Section 2.11 in an aggregate amount equal to 100% of such proceeds (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment) net of investment banking fees and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably expected to be payable as a result thereof.
Certain Recoveries. The Sellers and Purchaser shall cooperate with each other with respect to making claims under any occurrence-based policies written by third party insurance companies, to the extent such policies were applicable to the Sites prior to the Closing Date, under any acquisition agreements with third parties, to the extent such agreements are in effect as of the Closing Date and afford indemnification rights for the benefit of such entities and under any underground storage tank or similar environmental reimbursement program, to the extent such programs are available to such entities at any time after the Closing Date, for reimbursement or contribution in connection with environmental matters for which the Sellers may be responsible pursuant to Section 15.01(a) above (ignoring, for this purpose, the limitations in the proviso in Section 15.01(a) above). Such cooperation shall include making all reasonable claims and demands against such third parties with respect to such environmental matters and pursuing such claims and demands in a commercially reasonable manner.
Certain Recoveries. After the Closing Purchaser shall have the right to make, and the Sellers and Purchaser shall cooperate with each other with respect to making claims, under (i) any occurrence-based policies that provide coverage to the Business or the APX Continuing Business, or under which any of the Limited Companies or APX-Brazil is insured, as of the Closing Date and under which coverage may be afforded for occurrences prior to the Closing Date, and (ii) any acquisition agreements with third parties, to the extent such agreements are in effect as of the Closing Date and afford indemnification rights for the benefit of Purchaser and any of its Subsidiaries.
Certain Recoveries. If Micrologix owes Strata Micrologix’s share of the Costs pursuant to Section 7.3, Section 7.4 or Section 10.4, Strata shall recover such amounts [***]. The Parties acknowledge and agree that the maximum amount of any such [***] in accordance with Section 7.3, Section 7.4 and Section 10.4 from any royalty payments due Micrologix hereunder in a given quarter shall not exceed [***] of the royalty payment owed in such quarter (the [***]). Any amounts in excess of [***] for any quarter(s) shall be [***] against subsequent quarterly royalty payments owed to Micrologix, subject to the [***] limitation for any such subsequent quarter, [***].
Certain Recoveries. (a) In this Section:
Certain Recoveries. Any amounts recovered during the Term by Owner or Manager from any third party (other than from or in respect of any claim of the HPT Group against Wyndham International, Inc., Summerfield HPT Lease Company, L.P. or any of their Affiliates) with respect to a defective condition at any of the Expansion Hotels in excess of the cost of recovering the same (including, without limitation, attorneys’ fees) shall be deposited into the Reserve Account or applied as the parties reasonably agree.
Certain Recoveries. If Micrologix owes Strata Micrologix’s share of the Costs pursuant to Section 7.3, Section 7.4 or Section 10.4, Strata shall recover such amounts [***]. The Parties acknowledge and agree that the maximum amount of any such [***] in accordance with Section 7.3, Section 7.4 and Section 10.4 from any royalty payments due Micrologix hereunder in a given quarter shall not exceed [***] of the royalty payment owed in such quarter (the [***]). Any *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. amounts in excess of [***] for any quarter(s) shall be [***] against subsequent quarterly royalty payments owed to Micrologix, subject to the [***] limitation for any such subsequent quarter, [***].
