Notice of Loss The Grantor will promptly notify the Secured Party of any loss of or material damage to any material item of Collateral or of any substantial adverse change, known to Grantor, in any material item of Collateral or the prospect of payment or performance thereof.
Evidence of Loss For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.
Events of Loss In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss:
(1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and
(2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliance.
Risk of Loss; Insurance a) The State shall not be liable to Contractor for any risk of Deliverable loss or damage while Deliverable is in transit, or while in the Department’s possession, except when such loss or damage is due directly to the Department’s negligence or intentional misconduct. Nothing in this Section is intended nor shall it be construed, in any manner, as waiving or compromising the sovereign immunity of the State.
b) Throughout the Term, Contractor shall maintain, at Contractor’s sole cost and expense, a policy or policies of commercial general liability insurance, including contractual liability coverage, in an amount not less than $1,000,000.00 for all damages arising out of bodily injuries to, or death of, all persons and injuries to or destruction of property, in any one accident or occurrence, and, subject to that limit per accident, a total (or aggregate) limit of $2,000,000.00 per occurrence for all damages arising out of bodily injuries to, or death of, all persons and injuries to or destruction of property per policy period. Such insurance policy or policies shall name the State and State’s officials, agents and employees as additional insureds. Contractor shall provide the State a certificate of insurance evidencing the above coverage upon written request on an annual basis and shall not begin performance of the Services until such a certificate has been provided to DAS and, if requested, the Department.
c) During the Term, and for a period of three (3) years thereafter, the Contractor shall carry Professional Liability Insurance in the amount of $1,000,000 per Claim and Annual Aggregate. Contractor shall provide the State a certificate of insurance evidencing such Professional Liability Insurance coverage upon written request on an annual basis and shall not begin Performance of the Services until such a certificate has been provided to the Department.
d) All insurance with the exception of the professional liability insurance required under (c) above must be written on an occurrence basis as opposed to “claims made” basis.
Event of Loss Grantor shall at its expense promptly repair all repairable damage to any tangible Collateral. In the event that any tangible Collateral is damaged beyond repair, lost, totally destroyed or confiscated (an "Event of Loss") and such Collateral had a value prior to such Event of Loss of $25,000.00 or more, then, on or before the first to occur of (i) 90 days after the occurrence of such Event of Loss, or (ii) 10 Business Days after the date on which either Grantor or MLBFS shall receive any proceeds of insurance on account of such Event of Loss, or any underwriter of insurance on such tangible Collateral shall advise either Grantor or MLBFS that it disclaims liability in respect of such Event of Loss, Grantor shall, at Grantor's option, either replace the Collateral subject to such Event of Loss with comparable Collateral free of all liens other than Permitted Liens (in which event Grantor shall be entitled to utilize the proceeds of insurance on account of such Event of Loss for such purpose, and may retain any excess proceeds of such insurance), or pay to MLBFS on account of the Obligations an amount equal to the actual cash value of such Collateral as determined by either the applicable insurance company's payment (plus any applicable deductible) or, in absence of insurance company payment, as reasonably determined by MLBFS. Notwithstanding the foregoing, if at the time of occurrence of such Event of Loss or any time thereafter prior to replacement or payment, as aforesaid, an Event of Default shall have occurred and be continuing hereunder, then MLBFS may at its sole option, exercisable at any time while such Event of Default shall be continuing, require Grantor to either replace such Collateral or make a payment on account of the Obligations, as aforesaid.
Mitigation of Loss Each Indemnified Party shall take and shall procure that its Affiliates take all such reasonable steps and action as are reasonably necessary in order to mitigate any Losses (or potential losses or damages) under this Article 13. Nothing in this Agreement shall or shall be deemed to relieve any Party of any common law or other duty to mitigate any losses incurred by it.
Delivery and Risk of Loss Unless otherwise provided for in advance, all shipments will be made F.O.B. Seller's facility, and upon Seller's delivery of a shipment to the carrier, Buyer shall assume the risk of any loss or damage to the shipment thereafter. Delivery and/or completion dates furnished by Seller represent the best estimates of the time required to make shipment or complete services, and Seller does not guarantee delivery or completion by a particular date unless otherwise stated herein or in any schedule or addendum attached hereto. If a delivery date for products is guaranteed herein, (a) Seller’s unexcused delay in delivering one installment to the carrier at Seller’s facility shall permit Buyer to cancel only that installment, and acceptance by Buyer or the act of taking possession of products by the carrier shall constitute a bar to any claim of late delivery with respect to such products and (b) Buyer shall not be excused from performance if for any reason, the carrier does not pick up products on the date specified for shipping, and Seller may dispose of any products which the carrier does not pick-up within five (5) days of the date agreed for delivery to the carrier at Seller’s facility if Buyer refuses acceptance based on such delay, in which case Seller may cancel the order without notice to Buyer and Buyer shall be responsible for a 25% restocking fee as to the products ordered. In any such event, Seller shall have no duty to mitigate its damages. Seller may deliver any products subject to an order to the carrier at its facility in part and in such event, Buyer shall be responsible for payment for that part of the order received by the carrier, and Seller shall only be responsible for that portion of an order which Seller is required to but does not deliver.
Delivery; Risk of Loss Deliveries must be made both in quantities and at times specified on the face of the Purchase Order or in Buyer's schedules and time is of the essence. Buyer’s delivery schedules are an integral part of the Purchase Order, are governed by these terms and conditions and are not independent contracts. ▪ Buyer will not be required to make payment for goods delivered to Buyer that are in excess of quantities specified in Buyer's delivery schedule on the Purchase Order or in written releases issued by Buyer. Buyer may reject any deliveries made after or before the specified delivery date. Seller will bear all costs and damages incurred by Buyer due to late or early delivery. ▪ If Seller fails to meet the agreed upon delivery requirements for reasons other than those specified in paragraph 13 below, and Buyer requires a more expeditious method of transportation for the goods than the transportation method originally specified, Seller shall ship the goods as expeditiously as possible at Seller's expense and invoice Buyer for the amount, if any, that Buyer would have paid for normal shipment. ▪ Unless provided otherwise in the Purchase Order, all goods are sold DAP. Seller shall be responsible for and bear the risk of any loss or damage to the goods until received by the Buyer.
No Event of Loss No Event of Loss with respect to the Airframe or any Engine shall have occurred and no circumstance, condition, act or event that, with the giving of notice or lapse of time or both, would give rise to or constitute an Event of Loss with respect to the Airframe or any Engine shall have occurred.
PAYMENT OF LOSS We may pay for loss in money or repair or replace the damaged or stolen property. We may, at our expense, return any stolen property to:
