Common use of Allocation of Proceeds Clause in Contracts

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 and allocated in accordance with subparagraphs (a) and (b) above upon final determination of the aggregate losses for the policy year. (d) In the event that a recovery by a Party is less than its actual loss because of the applicability of a deductible clause that is applicable on an “annual aggregate” rather than a “per occurrence” basis and one or more other Parties sustain a subsequent loss or losses to which none or only the remaining portion of the deductible amount applies, the Party(ies) that sustained the earlier loss(es) shall be entitled to a portion of the recovery with respect to the later loss(es) such that the total burden of the deductible amount is borne between and/or among the Parties in accordance with the percentages set forth in Section 3(b) hereto.

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 '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 '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 and allocated in accordance with subparagraphs (a) and (b) above upon final determination of the aggregate losses for the policy year. (d) In the event that a recovery by a Party is less than its actual loss because of the applicability of a deductible clause that is applicable on an “"annual aggregate” " rather than a “"per occurrence” " basis and one or more other Parties sustain a subsequent loss or losses to which none or only the remaining portion of the deductible amount applies, the Party(ies) that sustained the earlier loss(es) shall be entitled to a portion of the recovery with respect to the later loss(es) such that the total burden of the deductible amount is borne between and/or among the Parties in accordance with the percentages set forth in Section 3(b) hereto.

Allocation of Proceeds. (a) If one or more Parties Insureds sustain a single loss for which recovery is received under the Policy, each Party Insured shall receive that portion of the recovery which is sufficient in amount to indemnify that Party Insured 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 Insureds for such single loss. (b) If the recovery is inadequate to indemnify fully each Party Insured for such single loss (other than the portion thereof subject to a deductible), the recovery shall be allocated among the Parties Insureds 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 the minimum amount of coverage as determined by calculating the assets of that Insured allocated to it in proportion to the total assets of all Insuredsaccordance with Schedule A attached hereto; 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 's loss which is not fully indemnified bears to the sum of the unindemnified loss of itself and each the other Insured. If such allocation would result in any either Insured’s '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 the 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 Insureds 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 an Insured in excess of the minimum amount allocated to it in accordance with Schedule A from coverage written on an “"annual aggregate” " basis shall be reallocated in the event of subsequent single loss among the Party Insured or Parties Insureds sustaining the earlier loss(es) and the other Parties Insureds in accordance with subparagraphs (a) and (b) above; or (iii) Any recovery in excess of the minimum amount allocated in accordance with Schedule A from coverage written on an “"annual aggregate” " basis shall be paid into an escrow account and allocated in accordance with subparagraphs (a) and (b) above upon final determination of the aggregate losses for the policy year. (d) In the event that a recovery by a Party an Insured is less than its actual loss because of the applicability of a deductible clause that is applicable on an “"annual aggregate” " rather than a “"per occurrence” " basis and one or more other Parties Insureds sustain a subsequent loss or losses to which none or only the remaining portion of the deductible amount applies, the Party(iesInsured(s) that sustained the earlier loss(es) shall be entitled to a portion of the recovery with respect to the later loss(es) such that the total burden of the deductible amount is borne between and/or among the Parties Insureds in accordance with the percentages set forth in Section 3(b) Schedule A hereto.

Allocation of Proceeds. (a) If one or more Parties Insureds sustain a single loss for which recovery is received under the Policy, each Party Insured shall receive that portion of the recovery which is sufficient in amount to indemnify that Party Insured 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 Insureds for such single loss. (b) If the recovery is inadequate to indemnify fully each Party Insured for such single loss (other than the portion thereof subject to a deductible), the recovery shall be allocated among the Parties Insureds 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 the minimum amount of coverage as determined by calculating the assets of that Insured allocated to it in proportion to the total assets of all Insuredsaccordance with Schedule A attached hereto; 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 the other Insured. If such allocation would result in any either 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 the 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 Insureds 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 an Insured in excess of the minimum amount allocated to it in accordance with Schedule A from coverage written on an “annual aggregate” basis shall be reallocated in the event of subsequent single loss among the Party Insured or Parties Insureds sustaining the earlier loss(es) and the other Parties Insureds in accordance with subparagraphs (a) and (b) above; or (iii) Any recovery in excess of the minimum amount allocated in accordance with Schedule A from coverage written on an “annual aggregate” basis shall be paid into an escrow account and allocated in accordance with subparagraphs (a) and (b) above upon final determination of the aggregate losses for the policy year. (d) In the event that a recovery by a Party an Insured is less than its actual loss because of the applicability of a deductible clause that is applicable on an “annual aggregate” rather than a “per occurrence” basis and one or more other Parties Insureds sustain a subsequent loss or losses to which none or only the remaining portion of the deductible amount applies, the Party(iesInsured(s) that sustained the earlier loss(es) shall be entitled to a portion of the recovery with respect to the later loss(es) such that the total burden of the deductible amount is borne between and/or among the Parties Insureds in accordance with the percentages set forth in Section 3(b) Schedule A hereto.

Allocation of Proceeds. Any proceeds of Collateral received by the Administrative Agent (i) not constituting (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower) or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.10) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent and the Issuing Bank from the Borrower, second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower, third, to pay interest then due and payable on the Loans ratably, fourth, to prepay principal on the Loans and unreimbursed LC Disbursements and any other amounts owing with respect to Banking Services Obligations and Swap Obligations ratably, fifth, to pay an amount to the Administrative Agent equal to 105% of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, and sixth, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender by the Borrower. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, none of the Administrative Agent or any Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (a) If one on the expiration date of the Interest Period applicable to any such Eurocurrency Loan or more Parties sustain a single loss for which recovery is received under (b) in the Policyevent, each Party and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any event, the Borrower shall receive that pay the break funding payment required in accordance with Section 2.15. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any 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 lossSecured Obligations. (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 and allocated in accordance with subparagraphs (a) and (b) above upon final determination of the aggregate losses for the policy year. (d) In the event that a recovery by a Party is less than its actual loss because of the applicability of a deductible clause that is applicable on an “annual aggregate” rather than a “per occurrence” basis and one or more other Parties sustain a subsequent loss or losses to which none or only the remaining portion of the deductible amount applies, the Party(ies) that sustained the earlier loss(es) shall be entitled to a portion of the recovery with respect to the later loss(es) such that the total burden of the deductible amount is borne between and/or among the Parties in accordance with the percentages set forth in Section 3(b) hereto.

Allocation of Proceeds. In the event the transaction set forth in the PSA or an Alternate Definitive Agreement closes and IES participates therein by selling its IME Membership Interests, and notwithstanding anything in the IME Operating Agreement to the contrary, the proceeds of the transaction attributable to the sale of the IME Membership Interests shall be allocated between RM and IES and paid or utilized as set forth in this Section 7. The parties intend such proceeds shall be disbursed promptly at the closing of such sale (a) If one the date of such disbursement being the “Disbursement Date”), except to the extent an Alternate Definitive Agreement provides for holdbacks, escrows or more Parties sustain the like of 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 sale proceeds (the “Holdback”). Unless an Alternate Definitive Agreement expressly provides otherwise, the portion of the Holdback attributable to indemnify that Party in full for the loss sustained by it (other sale of the IME Membership Interests shall be not more than the portion thereof product of (i) a fraction, in which the numerator is the gross proceeds receivable from the sale of IME Membership Interests pursuant to such Alternate Definitive Agreement, and the denominator is the aggregate gross proceeds receivable from the sale 3 of all the assets sold pursuant to such Alternate Definitive Agreement (excluding the effect of any Holdbacks in each case), multiplied by (ii) the aggregate Holdback required under such Alternate Definitive Agreement. Sale proceeds subject to a deductible), unless any Holdback which are allocated to the recovery is inadequate sale of the IME Membership Interests shall be distributed when and as provided in such Alternate Definitive Agreement. The proceeds of the transaction and any Holdback attributable 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 sale of the portion thereof subject to a deductible), the recovery IME Membership Interests shall be allocated among the Parties RM and IES and paid as follows: (i) Each Insured shall be allocated an amount equal : FIRST, to the lesser payment of its actual loss Transaction Costs (net as defined below) attributable to the sale of any deductiblethe IME Membership Interests, allocated fifty-five percent (55%) from the proceeds otherwise to be received by RM and its forty-five percent (45%) from the proceeds otherwise to be received by IES; SECOND, to RM and IES as the holders of the Senior Preferred Membership Units pro rata coverage up to the fair market value of such units as of the Contribution Date 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) aboveSection 2 hereof; or (iii) Any recovery in excess of the minimum amount allocated from coverage written on an “annual aggregate” basis shall THIRD, all remaining proceeds will be paid into an escrow account fifty-five percent (55%) to RM and allocated in accordance with subparagraphs forty-five percent (a45%) and (b) above upon final determination of the aggregate losses for the policy yearto IES. (d) In the event that a recovery by a Party is less than its actual loss because of the applicability of a deductible clause that is applicable on an “annual aggregate” rather than a “per occurrence” basis and one or more other Parties sustain a subsequent loss or losses to which none or only the remaining portion of the deductible amount applies, the Party(ies) that sustained the earlier loss(es) shall be entitled to a portion of the recovery with respect to the later loss(es) such that the total burden of the deductible amount is borne between and/or among the Parties in accordance with the percentages set forth in Section 3(b) hereto.

Allocation of Proceeds. (aThe rights and obligations of this Section 9.5(d) shall only apply to the Parties after the License Option Exercise. If one or more Parties sustain a single loss for which recovery is received under the Policy, each either Party shall receive that portion of the recovery which is sufficient in amount to indemnify that recovers monetary damages from any Third Party in full for the loss sustained by it (a suit or action brought under Section 9.5(b) or 9.7(a) or any royalties, milestones or other than the portion thereof subject payments from a license agreement with a Third Party related to any alleged infringement related to a deductible)Product, unless whether such damages or royalties result from the infringement of MacroGenics Patents or Joint Patents, such recovery is inadequate to fully indemnify all Parties for such single loss. (b“Infringement Recovery”) 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 first to the reimbursement of any expenses incurred by the Parties as follows: in such litigation, action or license negotiations, and any remaining amounts shall be allocated: (1) with respect to an Infringement Recovery in North America during the Co-Funding Term, [***] to MacroGenics, or (2) either outside North America or after the Co-Funding Term or if no Co-Funding Term existed, then (i) Each Insured shall be allocated if the Infringement Recovery is based on lost profits, an amount equal to the lesser royalty that would be payable pursuant to Section 8.4(a), 8.4(b) or 8.4(c), as applicable on the imputed amount of its actual loss (net Net Sales of any deductiblethe relevant Product(s) and its pro rata coverage in the country(ies) where such infringement occurred as determined by calculating the assets of that Insured in proportion to the total assets of all Insureds; and competent court, (ii) The remaining portion if the Infringement Recovery reflects the amount of reasonable royalty payments as determined by the recovery competent court, such Infringement Recovery shall be considered Net Sales and subject to the applicable royalty in accordance with Section 8.4(a), 8.4(b) or 8.4(c), as applicable, of this Agreement, and (if anyiii) if, or to the extent, the Infringement Recovery includes any other measure of damages (including punitive, treble or other extraordinary damages), such Infringement Recovery shall be retained [***] by the Party bringing such action. In the event a compensatory Infringement Recovery (i.e., includes other than punitive, treble or other extraordinary damages that are subject to Section 9.5(d)(2)(iii)) is not designated as either “lost profits” or a “reasonable royalty,” the Infringement Recovery 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 and allocated in accordance with subparagraphs (a) and (b) above upon final determination of the aggregate losses for the policy year. (d) In the event that a recovery by a Party is less than its actual loss because of the applicability of a deductible clause that is applicable on an “annual aggregate” rather than a “per occurrence” basis and one or more other Parties sustain a subsequent loss or losses to which none or only the remaining portion of the deductible amount applies, the Party(ies) that sustained the earlier loss(es) shall be entitled to a portion of the recovery with respect to the later loss(es) such that the total burden of the deductible amount is borne between and/or among the Parties in accordance with the percentages set forth in Section 3(b) hereto9.5(d)(2)(ii).