Common use of Available Proceeds Clause in Contracts

Available Proceeds. If, after the Closing, the payor of any proceeds (as described in clause (ii) of the definition of Available Proceeds) that have been expended by Seller to make repairs and replacements to any of the Acquired Assets pursuant to a Casualty that occurred during the Interim Period, demands repayment by Seller of all or any portion of such proceeds, Seller shall give notice to Buyer of such demand, and Buyer shall pay, reimburse and hold Seller harmless, promptly after Seller gives such notice to Buyer, for the full amount of such proceeds that Seller is required to repay except to the extent such repayment demand arises from Seller’s willful misconduct.

Available Proceeds. If, after the Closing, the payor of any proceeds (as described in clause (ii) of the definition of Available Proceeds) that have been expended by Seller to make repairs and replacements to any of the Acquired Assets pursuant to a Casualty that occurred during the Interim Period, demands repayment by Seller of all or any portion of such proceeds, Seller shall give notice to Buyer of such demand, and Buyer shall pay, reimburse and hold Seller harmless, promptly after Seller gives such notice to Buyer, for the full amount of such proceeds that Seller is required to repay except to the extent that such repayment demand arises from Seller’s willful misconduct.