Other Collateral Sources Sample Clauses

Other Collateral Sources. In calculating the amount of Losses for which an Indemnified Party is entitled to indemnification under Section 9.2 or 9.3, as applicable, the amount of indemnifiable Losses shall be reduced by (a) any insurance proceeds net of expenses actually received by the Indemnified Party from an insurance carrier with respect to those Losses, provided that if the Indemnified Party fails to either diligently pursue any such insurance proceeds reasonably available to it or to assign a valid right to the Indemnifying Party to pursue such insurance proceeds, the Indemnifying Party’s obligation shall be reduced by the amount of insurance proceeds reasonably available to the Indemnified Party, and (b) any amounts actually received by the Indemnified Party from third parties with respect to Losses pursuant to indemnification, warranty or other similar rights, provided that if the Indemnified Party fails to diligently pursue such rights, the Indemnifying Party’s obligation shall be reduced by the amounts available to the Indemnified Party. If any Losses for which indemnification is actually provided by an Indemnifying Party to an Indemnified Party under Section 9.2 or 9.3, as applicable, are subsequently reduced by or the cause or source of any insurance payment or recovery from a third party, the Indemnified Party promptly shall remit the amount of such payment or recovery to the Indemnifying Party. Any reduction of Losses due to proceeds received by an Indemnified Party from a third party or from its own insurance carrier, and thus either not paid by or reimbursed to the Indemnifying Party, shall not be counted or otherwise apply in determining the aggregate cumulative amount of Losses of such Indemnified Party that count toward the Basket or the Cap.
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Related to Other Collateral Sources

  • Other Collateral The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Guaranteed Obligations.

  • Assemble Collateral Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession.

  • Loss of Collateral There occurs any uninsured loss to any material portion of the Collateral; or

  • Authority to Administer Collateral Each Lien Grantor irrevocably appoints the Agent its true and lawful attorney, with full power of substitution, in the name of such Lien Grantor, any Secured Party or otherwise, for the sole use and benefit of the Secured Parties, but at the Borrower’s expense, to the extent permitted by law to exercise, at any time and from time to time while an Event of Default shall have occurred and be continuing, all or any of the following powers with respect to all or any of such Lien Grantor’s Collateral: (a) to demand, xxx for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof, (b) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto, (c) to sell, lease, license or otherwise dispose of the same or the proceeds or avails thereof, as fully and effectually as if the Agent were the absolute owner thereof, and (d) to extend the time of payment of any or all thereof and to make any allowance or other adjustment with reference thereto; provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Agent will give the relevant Lien Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

  • Possessory Collateral Immediately upon Borrower's receipt of any portion of the Collateral evidenced by an agreement, Instrument or Document, including, without limitation, any Tangible Chattel Paper and any Investment Property consisting of certificated securities, Borrower shall deliver the original thereof to Lender together with an appropriate endorsement or other specific evidence of assignment thereof to Lender (in form and substance acceptable to Lender). If an endorsement or assignment of any such items shall not be made for any reason, Lender is hereby irrevocably authorized, as Borrower's attorney and agent-in-fact, to endorse or assign the same on Borrower's behalf.

  • Specific Collateral None of the Collateral is or is proceeds or products of farm products, as-extracted collateral, health-care-insurance receivables or timber to be cut.

  • No Additional Collateral The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in clause (j) above;

  • Excluded Assets The Purchased Assets shall not include any of the following property and assets (collectively, the “Excluded Assets”): (a) all book debts and other debts due or accruing due to Seller prior to the Closing Time and the benefit of all security for such accounts, notes and debts, other than Accounts Receivable; (b) receivables owing to the Seller or a Subsidiary (other than CCSC) relating to the Real Time Transaction; (c) all cash on hand, cash equivalents, and bank deposits of the Seller or a Subsidiary (other than CCSC); (d) all Short Term Investments of the Seller or a Subsidiary (other than CCSC); (e) all minute books and stock ledgers of the Seller or a Subsidiary (other than CCSC); (f) all Indebtedness to the Seller of any Affiliate or Subsidiary of the Seller; (g) all personnel records that the Seller or a Subsidiary is required by Applicable Law to retain in its possession; (h) all sponsorship obligations of the Seller under Employee Plans, Pension Plans, and Statutory Plans; (i) all income Tax installments paid by the Seller or a Subsidiary and the right to receive any refund of income Taxes paid by the Seller or a Subsidiary; (j) Georgia State research and development tax credits receivables; (k) Georgia State research and development deferred income; (l) all equity or other ownership interests in Subsidiaries of the Seller other than CCSC; (m) the Contracts described in Schedule 2.2(m) (the “Excluded Contracts”); and (n) the leases described in Schedule 2.2(n) (the “Excluded Leases”).

  • Negotiable Collateral 4.3 Collection of Accounts, General Intangibles, and Negotiable Collateral. 4.4

  • Material Assets The financial statements of the Acquiror Company set forth in the SEC Documents reflect the material properties and assets (real and personal) owned or leased by the Acquiror Company.