Provisions Relating to Damages Sample Clauses

Provisions Relating to Damages. (i) The term “
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Provisions Relating to Damages. (i) The term “Damages” as used in this ARTICLE VIII is not limited to matters asserted by third parties against any Seller Party or Buyer, but includes Damages incurred or sustained by Buyer in the absence of third-party claims. No Seller shall have any right to reimbursement or contribution from, subrogation to or indemnification from the Company (or any Affiliate thereof) with respect to any indemnification claim of a Buyer Indemnitee against any Seller hereunder or otherwise in connection with this Agreement. Payments by a party of amounts for which such party is indemnified hereunder shall not be a condition precedent to recovery. Except as set forth in the preceding sentence, the Seller Parties’ obligation to indemnify the Buyer Indemnitees shall not limit any other rights, including, without limitation, rights of contribution or subrogation, which the Seller Parties may have under statute or common law.
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Provisions Relating to Damages. (i) The term “Damages” as used in this ARTICLE VIII is not limited to matters asserted by third parties against any Seller Party or Buyer, but includes Damages incurred or sustained by Buyer in the absence of third-party claims. No Seller shall have any right to reimbursement or contribution from, subrogation to or indemnification from the Company (or any Affiliate thereof) with respect to any indemnification claim of a Buyer Indemnitee against any Seller hereunder or otherwise in connection with this Agreement. Payments by a party of amounts for which such party is indemnified hereunder shall not be a condition precedent to recovery.
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Provisions Relating to Damages. The term “Damages” as used in this Article VIII is not limited to matters asserted by third parties, but includes Damages incurred or sustained by any Indemnified Party in the absence of third-party claims. Payments by a party of amounts for which such party is indemnified under this Agreement will not be a condition precedent to recovery. Damages will be calculated net of actual recoveries under insurance policies and contractual indemnification or contribution provisions (in each case calculated net of any actual collection costs and reserves, deductibles, premium adjustments, and retrospectively rated premiums) and after reasonable mitigation efforts; provided, that in the event that Indemnified Parties first recover from the Indemnity Escrow Amount (in the event in which the R&W Insurance Policy has been depleted and paid out in full to the Parent or Purchaser or otherwise does not cover the indemnifiable event, as set forth in Section ‎8.2(f)(A)) and thereafter recover for the same Damages pursuant to any existing insurance policies (for the avoidance of doubt, other than the R&W Insurance Policy) and contractual indemnification or contribution provisions, then the amount recovered pursuant to such existing insurance policies and contractual indemnification or contribution provisions (up to the amount first recovered from the Indemnity Escrow Amount) (and net of actual collection costs and reserves, deductibles, premium adjustments, and retrospectively rated premiums) will be deemed returned to the Indemnity Escrow Amount or paid to such Company Securityholders as applicable. Notwithstanding anything to the contrary hereunder, in no event shall “Damages” include, under any theory of liability or claim (whether in law, tort or otherwise), any consequential (except if reasonably foreseeable), special, incidental, punitive, or exemplary damages (except that, in respect of any of the foregoing, damages awarded by a final non-appealable decision of a competent court or other authority having jurisdiction or arbitrator to a third party as part of a third party claim shall be deemed direct damages for all intents and purposes hereunder and shall be indemnifiable hereunder).
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Provisions Relating to Damages. (i) The term “Damages” as used in this Article VII is not limited to matters asserted by third parties against a Parent Indemnitee, but includes Damages incurred or sustained by a Parent Indemnitee in the absence of third-party claims. Payments by a party of amounts for which such party is indemnified hereunder shall not be a condition precedent to recovery. No Company Equityholder shall have any right to reimbursement or contribution from, subrogation to or indemnification from the Surviving Corporation (or any Affiliate thereof) with respect to any indemnification claim of a Parent Indemnitee against any Company Equityholder hereunder or otherwise in connection with this Agreement.
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Related to Provisions Relating to Damages

  • Provisions Relating to Accounts (a) Anything herein to the contrary notwithstanding, each of the Grantors shall remain liable under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account. Neither the Administrative Agent nor any holder of the Secured Obligations shall have any obligation or liability under any Account (or any agreement giving rise thereto) by reason of or arising out of this Security Agreement or the receipt by the Administrative Agent or any holder of the Secured Obligations of any payment relating to such Account pursuant hereto, nor shall the Administrative Agent or any holder of the Secured Obligations be obligated in any manner to perform any of the obligations of a Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

  • Additional Provisions Relating to Customer 6.1 Representations of Customer and Bank

  • Special Provisions Relating to Euro Each obligation hereunder of any party hereto that is denominated in the National Currency of a state that is not a Participating Member State on the date hereof shall, effective from the date on which such state becomes a Participating Member State, be redenominated in Euro in accordance with the legislation of the European Union applicable to the European Monetary Union; provided that, if and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euros or such National Currency, such party shall be entitled to pay or repay such amount either in Euros or in such National Currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Agreed Foreign Currency of any country that becomes a Participating Member State after the date on which such currency becomes an Agreed Foreign Currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Borrowing denominated in such currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor. Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time, in consultation with the Borrower, reasonably specify to be necessary or appropriate to reflect the introduction or changeover to the Euro in any country that becomes a Participating Member State after the date hereof; provided that the Administrative Agent shall provide the Borrower and the Lenders with prior notice of the proposed change with an explanation of such change in sufficient time to permit the Borrower and the Lenders an opportunity to respond to such proposed change.

  • OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

  • Certain Rules Relating to the Payment of Additional Amounts (a) Upon the request, and at the expense of the Borrower, each Lender and Agent to which the Borrower is required to pay any additional amount pursuant to Subsection 4.10 or 4.11, and any Participant in respect of whose participation such payment is required, shall reasonably afford the Borrower the opportunity to contest, and reasonably cooperate with the Borrower in contesting, the imposition of any Non-Excluded Tax giving rise to such payment; provided that (i) such Lender or Agent shall not be required to afford the Borrower the opportunity to so contest unless the Borrower shall have confirmed in writing to such Lender or Agent its obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower shall reimburse such Lender or Agent for its reasonable attorneys’ and accountants’ fees and disbursements incurred in so cooperating with the Borrower in contesting the imposition of such Non-Excluded Tax; provided, however, that notwithstanding the foregoing no Lender or Agent shall be required to afford the Borrower the opportunity to contest, or cooperate with the Borrower in contesting, the imposition of any Non-Excluded Taxes, if such Lender or Agent in its sole discretion in good faith determines that to do so would have an adverse effect on it.

  • Provisions Relating to Securitization (a) For so long as an Initial Note Holder or its Affiliate (an “Initial Note Holder Entity”) is the owner of its Note(s), such Initial Note Holder Entity shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes or additional notes (in either case “New Notes”) reallocating the principal of its Note(s) or severing its Note(s) into one or more further “component” notes in the aggregate principal amount equal to the then-outstanding principal balance of its Note(s), provided that (i) the aggregate principal balance of the New Notes following such amendments is no greater than the principal balance of the related original Note(s) prior to such amendments, (ii) all New Notes continue to have the same weighted average interest rate as the original Note(s) prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Initial Note Holder Entity holding the New Notes shall notify the other Holders (or, for any Note that has been contributed to a Securitization, to the trustee and the applicable master servicer of such Securitization) in writing of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders solely for the purpose of reflecting such reallocation of principal or such severing of Note(s), (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note (except if such original Note is Note A-1, then the applicable Initial Note Holder shall designate one of the New Notes to take the place of Note A-1 in the definitions of “Directing Holder”, “Lead Note”, “Lead Securitization”, “Non-Directing Holder” and “Servicing Agreement”), and (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes. Rating Agency Confirmation shall not be required for any amendments to this Agreement required to facilitate the terms of this paragraph 18(a).

  • Special Provisions Relating to Certain Collateral 13 Section 4.05. Remedies. 15 Section 4.06. Deficiency 17 Section 4.07. Locations, Names, Etc 17 Section 4.08. Private Sale 17 Section 4.09. Application of Proceeds 17 Section 4.10. Attorney in Fact and Proxy 17 Section 4.11. Perfection and Recordation 18 Section 4.12. Termination 18 Section 4.13. Further Assurances 18

  • Other Provisions Relating to Credit Facilities 24 3.1 Default Rate.....................................................24

  • OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

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