Excluded Loss, etc Clause Samples

Excluded Loss, etc. 14.1.1 Notwithstanding anything to the contrary in the Agreement and furthermore notwithstanding Buyers’ Knowledge, Seller and Altor shall, jointly and severally, compensate Buyers on a USD by USD basis for: (a) any and all Excluded Losses suffered by a Buyer or any Acquired Company, including any claims that may be made after the Closing against Seller or the Acquired Companies by third-parties relating to any Excluded Loss; and (b) any and all Loss suffered by a Buyer or any Acquired Company resulting from or otherwise related to or as a consequence of the events and circumstances set forth in Schedule 14.1.1(b). 14.1.2 In the event that an indemnification obligation based on the same set of facts and circumstances arises under Clause 14.1.1 and Clause 14.2, Clause 14.1.1 shall govern. In the event that an indemnification obligation based on the same set of facts and circumstances arises under Clause 13.1.3(b) and Clause 14.2, Buyers shall first make such indemnification claim under the R&W Insurance to the extent indemnified thereunder, and any amounts due to Buyer pursuant to Clause 14.2 but not recovered by Buyer under the R&W Insurance shall remain subject to the indemnification obligation under Clause 14.2; provided further that facts and circumstances resulting in a Loss that create an indemnification obligation under Clause 14.2 but that do not create an indemnification obligation under Clause 13.1.3(b) shall remain subject to the indemnification obligation under Clause 14.2. 14.1.3 For the avoidance of doubt, the indemnification obligation in Clause 14.1.1(a) shall not be subject to any other limitations than the three (3) year limitation in time in Clause 13.2.1.1 including any extension of such time period made in accordance with Clause 13.2.1.1 and the limitation in amount in Clause 13.2.2.5.
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Related to Excluded Loss, etc

  • Excluded Expenditures The Recipient undertakes that the proceeds of the Financing shall not be used to finance Excluded Expenditures. If the Association determines at any time that an amount of the Financing was used to make a payment for an Excluded Expenditure, the Recipient shall, promptly upon notice from the Association, refund an amount equal to the amount of such payment to the Association. Amounts refunded to the Association upon such request shall be cancelled.

  • Excluded Amounts With the prior written consent of the Administrative Agent, the Collateral Manager may direct the Collateral Agent and the Securities Intermediary to withdraw from the Collection Account and pay to the Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the Collateral Manager has, prior to such withdrawal and consent, delivered to the Administrative Agent, the Collateral Agent, the Borrower and each Lender a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender.

  • Excluded Items The following items are excluded from this sale:

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.

  • Previously Reviewed Receivable; Duplicative Tests If any Review Receivable was included in a prior Review, the Asset Representations Reviewer will not conduct additional Tests on such Review Receivable, but will include the previously reported Test results in the Review Report for the current Review. If the same Test is required for more than one representation and warranty, the Asset Representations Reviewer will only perform the Test once for each Review Receivable, but will report the results of the Test for each applicable representation and warranty on the Review Report.