Allocation of Proceeds Clause Samples

Allocation of Proceeds. If an Event of Default shall exist and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due the Agent in respect of fees and expenses due under Section 12.2; (b) amounts due the Lenders in respect of fees and expenses due under Section 12.2, pro rata in the amount then due each Lender; (c) payments of interest on the Loans, to be applied for the ratable benefit of the Lenders; (d) payments of principal on the Loans, to be applied for the ratable benefit of the Lenders; (e) amounts due the Agent and the Lenders pursuant to Sections 11.7 and 12.9; (f) payment of all other Obligations and other amounts due and owing by the Borrower and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (g) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies permitted under Section 3.3) under any of the Loan Documents, in respect of any Guaranteed Obligations shall be applied in the following order and priority: (a) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (a) payable to them; (b) to payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to the payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Swingline Loans; (d) to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (d) payable to them; (e) to the payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Swingline Loans; (f) to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, other Letter of Credit Liabilities and payment obligations then owing under Specified Derivatives Contracts, ratably among the Lenders, the Issuing Bank, and the Specified Derivatives Providers and in proportion to the respective amounts described in this clause (f) payable to them; provided, however, to the extent that any amounts available for distribution pursuant to this clause are attributable to the issued but undrawn amount of an outstanding Letter of Credit, such amounts shall be paid to the Administrative Agent for deposit into the Letter of Credit Collateral Account; and (g) the balance, if any, after all of the Guaranteed Obligations have been paid in full, to the Borrower or as otherwise required by Applicable Law. Notwithstanding ...

Allocation of Proceeds. If an Event of Default shall exist and maturity of any of the Obligations has been accelerated, all payments received by the Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations, amounts payable with respect to Hedge Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Agent in respect of fees and expenses due under Section 13.2.; (b) amounts due to the Lenders in respect of fees and expenses due under Section 13.2., pro rata in the amount then due each Lender; (c) payments of interest on the Loans to be applied for the ratable benefit of the Lenders; (d) payments of principal of the Loans and amounts then owing to Lender Hedge Providers with respect to Hedge Obligations, to be applied for the ratable benefit of the Lenders and the Lender Hedge Providers (with the payments between the Term Loans and the Lender Hedge Providers to be pro rata based upon the outstanding principal amount of the Term Loans and the amounts then owing to the Lender Hedge Providers with respect to the Hedge Obligations); provided that the right of the Lender Hedge Providers to share in payments shall be reduced by any amounts such Lender Hedge Provider has separately received with respect to the Hedge Obligations following such acceleration of the maturity of the Obligations; (e) amounts due the Agent and the Lenders pursuant to Sections 12.7. and 13.9.; (f) payments of all other Obligations and other amounts due and owing by the Borrower and the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (g) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Hedge Obligations of such Guarantor.

Allocation of Proceeds. If an Event of Default has occurred and is continuing and the maturity of the Loans has been accelerated pursuant to Article IX hereof, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 9.1(B), which shall be applied to repay any unreimbursed drawings or payments under the Letters of Credit) shall be applied by the Administrative Agent in the following order: (i) amounts due to the Issuing Banks, JPMorgan Chase Bank and the Lenders pursuant to Sections 2.13, 3.4 and 11.5 hereof; (ii) amounts due to (A) any Issuing Bank pursuant to Section 3.5 hereof, and (B) the Administrative Agent pursuant to Section 2.13(b) hereof; (iii) payments of interest on Loans, to be applied for the ratable benefit of the Lenders; (iv) payments of principal on Loans, to be applied for the ratable benefit of the Lenders; (v) payment of cash amounts to the Administrative Agent in respect of Letter of Credit Outstandings pursuant to Section 9.1(B) hereof; (vi) payments of all remaining Obligations, if any, to be applied for the ratable benefit of the Lenders; and (vii) any surplus remaining after application as provided for herein, to the Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. (a) If one or more Parties sustain a single loss for which recovery is received under the Policy, each Party shall receive that portion of the recovery which is sufficient in amount to indemnify that Party in full for the loss sustained by it (other than the portion thereof subject to a deductible), unless the recovery is inadequate to fully indemnify all Parties for such single loss. (b) If the recovery is inadequate to indemnify fully each Party for such single loss (other than the portion thereof subject to a deductible), the recovery shall be allocated among the Parties as follows: (i) Each Insured shall be allocated an amount equal to the lesser of its actual loss (net of any deductible) and its pro rata coverage as determined by calculating the assets of that Insured in proportion to the total assets of all Insureds; and (ii) The remaining portion of the recovery (if any) shall be allocated to each Insured for the portion of the loss not fully indemnified by the allocation under subparagraph (i) in the same proportion as the portion of each Insured’s loss which is not fully indemnified bears to the sum of the unindemnified loss of itself and each other Insured. If such allocation would result in any Insured’s receiving a portion of the recovery in excess of the loss actually sustained by it, the aggregate of such excess portion shall be reallocated to each other Insured if its losses would not be fully indemnified as a result of the foregoing allocation. (iii) All claims of the Insureds which have been duly proved and established under the Policy shall be satisfied in full before satisfaction of any claims of Domini, if any. (c) If the recovery made pursuant to subparagraphs (a) and (b) hereof reduces the total amount of coverage provided by the Policy because recovery is made from a portion of the Policy written on an “annual aggregate” basis: (i) The Parties agree to seek additional coverage to reinstate the reduction in coverage; or (ii) In the event any subsequent loss is sustained, any recovery by a Party in excess of the minimum amount allocated to it from coverage written on an “annual aggregate” basis shall be reallocated in the event of subsequent single loss among the Party or Parties sustaining the earlier loss(es) and the other Parties in accordance with subparagraphs (a) and (b) above; or (iii) Any recovery in excess of the minimum amount allocated from coverage written on an “annual aggregate” basis shall be paid into an escrow account ...

Allocation of Proceeds. If an Event of Default exists and maturity of any of the Obligations has been accelerated or the Termination Date has occurred, all payments received by the Administrative Agent under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) amounts due to the Administrative Agent, the Issuing Bank and the Lenders in respect of expenses due under Section 12.2. until paid in full, and then Fees; (b) payments of interest on Swingline Loans; (c) payments of interest on all other Loans to be applied for the ratable benefit of the Lenders, in such order as the Lenders may determine in their sole discretion; (d) payments of principal on Swingline Loans; (e) payments of principal of all other Loans, to be applied for the ratable benefit of the Lenders, as the case may be, in such order as the Lenders may determine in their sole discretion; (f) amounts to be deposited into the Collateral Account in respect of Letters of Credit; (g) amounts due to the Administrative Agent and the Lenders pursuant to Sections 10.7. and 12.10.; (h) payments of all other Obligations and all other amounts due and owing by the Borrower an the other Loan Parties under any of the Loan Documents, if any, to be applied for the ratable benefit of the Lenders; and (i) any amount remaining after application as provided above, shall be paid to the Borrower or whomever else may be legally entitled thereto.

Allocation of Proceeds. If an Event of Default exists, all payments received by the Administrative Agent (or any Lender as a result of its exercise of remedies pursuant to Section 12.3.) under any of the Loan Documents, in respect of any principal of or interest on the Obligations or any other amounts payable by the Borrower hereunder or thereunder, shall be applied in the following order and priority: (a) to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; (b) to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause (b) payable to them; (c) to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (c) payable to them; (d) to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (d) payable to them; and (e) the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Applicable Law.

Allocation of Proceeds. If an Event of Default has occurred and is continuing and the maturity of all or any portion of the Bank Debt has been accelerated pursuant to this Article 14, all payments received by the Administrative Agent hereunder, in respect of any principal of or interest on the Bank Debt or any other amounts payable by Borrower hereunder (other than amounts deposited with the Administrative Agent pursuant to Section 4.4, which shall be applied to repay any unreimbursed drawings or payments under Letters of Credit) shall be applied by the Administrative Agent in the following order, in each case whether or not allowed or allowable in any applicable bankruptcy, insolvency, receivership or other similar proceeding: (i) amounts due to the Administrative Agent and the Bid Agent hereunder in their capacity as such; (ii) payments of accrued interest and outstanding principal amounts owing to the Overnight Lender in respect of Overnight Advances; (iii) amounts due to the Letter of Credit Bank pursuant to Sections 4.2.3, 5.5 and 16.1; (iv) payment of cash amounts to the Administrative Agent in respect of Letters of Credit pursuant to Section 4.4 hereof; (v) amounts due to the Syndication Parties pursuant to Sections 5.5 and 16.1, on a pro rata basis; (vi) payments of accrued interest in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (vii) payments of outstanding principal amounts in respect of Advances, to be applied ratably between 5-Year Advances and Bid Advances and thereafter applied in accordance with Section 6.6.1 or 6.6.2, as applicable; (viii) all other Bank Debt, on a pro rata basis; (ix) all other obligations of Borrower and its Subsidiaries owing to any Syndication Party, to the extent evidenced in writing to Borrower and the Administrative Agent, on a pro rata basis; and (x) any surplus remaining after application as provided for herein, to Borrower or otherwise as may be required by applicable law.

Allocation of Proceeds. If the Lead Institution licenses the Patent Rights together with other patent or intellectual property rights controlled by Lead Institution that are not covered by this Agreement, the Parties will negotiate in good faith to determine the portion of the gross licensing proceeds received under the License Agreement that are attributable to the Patent Rights.