Recapture Liability. After the effective date of recapture, the Reinsurer will not be liable for any reinsured policies or portions of such reinsured policies that were eligible for recapture and were overlooked. The acceptance by the Reinsurer of reinsurance premiums after the effective dates of recapture will not constitute or determine liability on the part of the Reinsurer for such reinsurance and the Reinsurer will be liable only for a refund of the premiums so received, without interest. ...END OF ARTICLE XII
Recapture Liability. (a) Following the foreclosure or other exercise of remedies in accordance with the Credit Documents during the Recapture Period with respect to the Santa Xxxxxx Project or the Spring Valley Project, as applicable, and so long as the Cash Grant indemnity agreements entered into by PEG for the benefit of the Restricted Operating Company Subsidiary related to the Santa Xxxxxx Project or the Spring Valley Project, as applicable, as in effect on the Closing Date (each, a “Recapture Liability Indemnity”) remain in full force and effect, if the Lenders (or their designee or agent) Transfer the interests in the Borrowers or Restricted Subsidiaries (or the related Project assets) related to the Santa Xxxxxx Project or Spring Valley Project, as applicable, to any Person (the “Buyer”) then in connection with such Transfer the Lenders may (but shall not be obligated to) obtain from the Buyer for the benefit of such Restricted Operating Company Subsidiary (with copies to the Agents, Lenders, PEG and the collateral agent or other designee or agent under the relevant Project Financing Documents) representations and warranties from the Buyer as well as a legal opinion from the Buyer’s external legal counsel (in the case of such legal opinion, if required under the Project Financing Documents for such Project (as the terms and conditions of such Project Financing Documents are in effect on the date hereof without giving effect to any amendment, waiver or consent thereunder after the date hereof unless a consent or waiver is also obtained in accordance with Section 10.5)) confirming that such Buyer is not a Disqualified Person and permitting reliance thereon by the Lenders and PEG; provided that following such Transfer to the Buyer), PEG may not, in any event, rely on such representations and warranties and legal opinion to bring a claim against the Lenders.
Recapture Liability. In the event of a termination as described in Section 6.3 above for a default of clause (a), (c), (d), (e), (f), (g), (h), or (i) above, the full amount of the Grant paid as of the date of termination will become a debt to the City and shall be due, owing, and paid by the Grantee to the City within sixty (60) days of Grantee’s receipt of notice from the City of such termination and demand for repayment. Any repayment liability not paid to the City within such 60-day period shall accrue interest from the due date through collection at the maximum non- usurious rate allowable by law. In the event of a termination as described in Section 6.3 for a default of clause (b), the Grantee shall repay the amount of the Grant received by Grantee from the City as of the date of such violation in accordance with the requirements set forth on the certificate attached as Exhibit C hereto. In the event of a termination as described in Section 6.3 for an uncured default, any Grant amounts unpaid will be foregone by Grantee and City shall have no obligation to make payment.
