Notice; Settlement. If Borrower has knowledge of a Casualty or an actual or threatened Condemnation with respect to the Mortgaged Property, Borrower will give or cause to be given prompt notice thereof to Lender which notice will set forth in reasonable’ detail the facts or circumstances known to Borrower about each such Casualty or Condemnation, and which will include, for any Condemnation copies of any papers Borrower, has received in connection with such proceeding. Except as otherwise permitted in the Lease, Borrower will not settle or adjust or permit the settlement or adjustment of any insurance claim or Condemnation award, compensation or other payment without Lender’s prior written consent. Notwithstanding any Destruction, Borrower must continue to pay the Debt at the time and in the manner provided for its payment in the Note and the Debt will not be reduced until Lender has actually received any Net Award and applied it to the discharge of the Debt. Lender will not be limited to the interest paid on the award by the Governmental Authority but may receive out of the Net Award interest at the rate or rates provided herein and in the Note. Borrower will cause the award, compensation or other payment made in any Condemnation which is payable to Borrower, to be paid directly to Lender.

Notice; Settlement. Each Party will notify the other Party promptly of any claim or liability for which indemnification is sought; provided, however, that any delay or failure to give such notice will not relieve the indemnifying Party of its obligations hereunder except to the extent that the indemnifying Party is actually and materially prejudiced by such delay or failure. The indemnitee(s) may, at its sole discretion and expense, participate and appear with the indemnifying Party in the defense of any claim or liability conducted by the indemnifying Party. The indemnifying Party may not settle any claim or liability without the prior written consent of the indemnitees, which consent shall not be unreasonably withheld or delayed.

Notice; Settlement a. Promptly after receipt by Indemnitee of notice of the commencement of any Claim relating to an Indemnifiable Event or proceeding in which Indemnitee is made or is threatened to be made a party or a witness, Indemnitee shall notify the Company of the commencement of such Claim; but the omission so to notify the Company shall not relieve the Company from any obligation it may have to indemnify or advance expenses to Indemnitee otherwise than under this Agreement. b. Indemnitee shall not settle any claim or action in any manner which would impose on the Company any penalty, constraint, or obligation to hold harmless or indemnify Indemnitee pursuant to this Agreement without the Company’s prior written consent, which consent shall not be unreasonably withheld. c. Any notice required to be given under this Agreement shall be (i) sent by certified mail, return receipt requested; (ii) faxed as set forth herein; (iii) emailed as set forth herein; or (iv) hand delivered. Notice shall be effective upon the earlier of actual receipt by the Party to who said notice is sent or the expiration of three (3) business days if sent by certified mail, return receipt requested. Notice sent by fax or email shall be effective at the time said notice is received on regular business days between the hours of 9:00 a.m. and 5:00 p.m.; provided, however, that notice received by fax or email after 5:00 p.m. and before 9:00 a.m. the next business day shall be deemed to have been received at 9:00 a.m. the first business day following actual receipt of said notice. Hand delivered notice shall be effective only upon actual receipt by the Party to who said notice is sent. Notices sent hereunder shall be addressed as follows. If by certified mail, return receipt requested, or by hand delivery to Company, then: Xxxxxx X. Xxxxxx Exobox Technologies Corp. 0000 Xxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 With a copy not constituting notice to: Xxxxxx X. Xxxxxxxxx Xxxxxx & Xxxxxxxxx, P.C. 0 Xxxxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxx 00000 Or, if by fax to Company, then: (000) 000-0000, With a non-notice copy to Xxxxxx X. Xxxxxxxxx at: (000) 000-0000. Or, if by e-mail to Company, then: xxxxxxx@xxxxxx.xxx, With a non-notice copy to Xxxxxx X. Xxxxxxxxx at: Xxxxxxxxx@xxxxx.xxx. If by certified mail, return receipt requested, or by hand delivery to Indemnitee, then: Xxxxx X. Xxxxx 0000 Xxxxxxxx Xxxxxxx, Xxxxx 00000 Or, if by fax to Indemnitee, then: (000) 000-0000, Or if by e-mail to Indemnitee, then: xxxx...

Notice; Settlement. Each Party will promptly notify the other Party of any claim or liability for which indemnification is sought upon becoming aware thereof, provided that any delay or failure to give such notice will not relieve the indemnifying Party of its obligations hereunder except to the extent that the indemnifying Party is actually and materially prejudiced by such delay or failure. The Atossa Indemnitee(s) and Besins Indemnitees may respectively each, at their sole discretion and expense, participate and appear with the indemnifying Party in the defense of any Claim conducted by the indemnifying Party. The indemnifying Party may not settle any Claim, and no Party shall be responsible for or be bound by any settlement that imposes an obligation on it, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Each indemnified Party shall cooperate with and provide to the other all information and assistance which the other Party may reasonably request in connection with any Claim entitling any Party to indemnification hereunder.

Related to Notice; Settlement

Cash Settlement If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.
Cashless Settlement Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.
Termination Settlement Upon the occurrence of any Acceleration Event, Dealer shall have the right to designate, upon at least one Scheduled Trading Day’s notice, any Scheduled Trading Day following such occurrence to be a Settlement Date hereunder (a “Termination Settlement Date”) to which Physical Settlement shall apply, and to select the number of Settlement Shares relating to such Termination Settlement Date; provided that (i) in the case of an Acceleration Event arising out of an Ownership Event, the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares necessary to reduce the Share Amount to reasonably below the Post-Effective Limit and (ii) in the case of an Acceleration Event arising out of a Stock Borrow Event, the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares as to which such Stock Borrow Event exists. If, upon designation of a Termination Settlement Date by Dealer pursuant to the preceding sentence, Counterparty fails to deliver the Settlement Shares relating to such Termination Settlement Date when due or otherwise fails to perform obligations within its control in respect of the Transaction, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. If an Acceleration Event occurs during an Unwind Period relating to a number of Settlement Shares to which Cash Settlement or Net Share Settlement applies, then on the Termination Settlement Date relating to such Acceleration Event, notwithstanding any election to the contrary by Counterparty, Cash Settlement or Net Share Settlement shall apply to the portion of the Settlement Shares relating to such Unwind Period as to which Dealer has unwound its hedge (assuming that Dealer has a commercially reasonable hedge and unwinds its hedge in a commercially reasonable manner) and Physical Settlement shall apply in respect of (x) the remainder (if any) of such Settlement Shares and (y) the Settlement Shares designated by Dealer in respect of such Termination Settlement Date. If an Acceleration Event occurs after Counterparty has designated a Settlement Date to which Physical Settlement applies but before the relevant Settlement Shares have been delivered to Dealer, then Dealer shall have the right to cancel such Settlement Date and designate a Termination Settlement Date in respect of such Shares pursuant to the first sentence hereof. Notwithstanding the foregoing, in the case of a Nationalization or Merger Event, if at the time of the related Relevant Settlement Date the Shares have changed into cash or any other property or the right to receive cash or any other property, the Calculation Agent shall adjust the nature of the Shares as it determines appropriate to account for such change such that the nature of the Shares is consistent with what shareholders receive in such event. If Dealer designates a Termination Settlement Date as a result of an Acceleration Event caused by an excess dividend of the type described in Paragraph 7(f)(ii), no adjustments(s) shall be made to the terms of this contract to account for the amount of such excess dividend.
The Settlement Following mediation with a neutral party, a Settlement has been reached. As part of the Settlement, a Qualified Settlement Fund of $39,500,000 will be established to resolve the Class Action. The Net Settlement Amount is $39,500,000 minus any Administrative Expenses (including taxes and tax expenses), Court-approved Attorneys’ Fees and Costs, and Class Representative Compensation. The Net Settlement Amount will be allocated to Class Members according to a Plan of Allocation to be approved by the Court.
Settlement Notice Upon written request received from the Master Servicer, the Servicer shall provide any report relating to such settlement to the Master Servicer on a Hazard Insurance Loss Draft Notification, together with a summary of the disposition of the proceeds.
Dispute Settlement 1. A Party may not initiate proceedings under the general dispute settlement provisions of this Agreement regarding a refusal to grant temporary entry under this Chapter unless: (a) the matter involves a pattern of practice; and (b) the business person has exhausted the available administrative remedies regarding the particular matter. 2. The remedies referred to in subparagraph 1(b) shall be deemed to be exhausted if a final determination in the matter has not been issued by the competent authority within one year of the institution of an administrative proceeding, and the failure to issue a determination is not attributable to delay caused by the business person.
Loss Settlement In this Condition D., the terms "cost to repair or replace" and "replacement cost" do not include the increased costs incurred to comply with the enforcement of any ordinance or law, except to the extent that coverage for these increased costs is provided in E.11. Ordinance Or Law under Section I – Property Coverages. Covered property losses are settled as follows: 1. Property of the following types: a. Personal property; b. Awnings, carpeting, household appliances, outdoor antennas and outdoor equipment, whether or not attached to buildings; c. Structures that are not buildings; and d. Grave markers, including mausoleums; 2. Buildings covered under Coverage A or B at replacement cost without deduction for depreciation, subject to the following: a. If, at the time of loss, the amount of insurance in this policy on the damaged building is 80% or more of the full replacement cost of the building immediately before the loss, we will pay the cost to repair or replace, without deduction for depreciation, but not more than the least of the following amounts: (1) The limit of liability under this policy that applies to the building; (2) The replacement cost of that part of the building damaged with material of like kind and quality and for like use; or (3) The necessary amount actually spent to repair or replace the damaged building. b. If, at the time of loss, the amount of insurance in this policy on the damaged building is less than 80% of the full replacement cost of the building immediately before the loss, we will pay the greater of the following amounts, but not more than the limit of liability under this policy that applies to the building: (1) The actual cash value of that part of the building damaged; or (2) That proportion of the cost to repair or replace, without deduction for depreciation, that part of the building damaged, which the total amount of insurance in this policy on the damaged building bears to 80% of the replacement cost of the building. c. To determine the amount of insurance required to equal 80% of the full replacement cost of the building immediately before the loss, do not include the value of: (1) Excavations, footings, foundations, piers, or any other structures or devices that support all or part of the building, which are below the undersurface of the lowest basement floor; (2) Those supports described in (1) above which are below the surface of the ground inside the foundation walls, if there is no basement; and (3) Underground flues, pipes, wiring and drains. d. We will pay no more than the actual cash value of the damage until actual repair or replacement is complete. Once actual repair or replacement is complete, we will settle the loss as noted in 2.a. and b. above. However, if the cost to repair or replace the damage is both: (1) Less than 5% of the amount of insurance in this policy on the building; and (2) Less than $2,500;
Cashless Settlement Option ☐ to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount. ☒ to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).
Net Share Settlement If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option, a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (b) the Relevant Price on such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any Option exceed a number of Shares equal to the Applicable Limit for such Option divided by the Applicable Limit Price on the Settlement Date for such Option. Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.
Final Settlement The Parties agree and acknowledge that this Compromise Agreement shall constitute a final settlement between the Parties. This Compromise Agreement resolves only issues addressed in the Compromise Agreement.

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