Loss Events Sample Clauses

Loss Events. In case of any Casualty or Condemnation with respect to any property of any Group Company or any part thereof in excess of $1,000,000, the Borrower shall promptly give written notice thereof to the Administrative Agent generally describing the nature and extent of such damage, destruction or taking. The Borrower shall, or shall cause such Group Company to, repair, restore or replace the property of such Person (or part thereof) which was subject to such Casualty or Condemnation, at such Person’s cost and expense, whether or not the Insurance Proceeds or Condemnation Award, if any, received on account of such event shall be sufficient for that purpose; provided, however, that such property need not be repaired, restored or replaced to the extent the failure to make such repair, restoration or replacement (i) is desirable to the proper conduct of the business of such Person in the ordinary course and otherwise in the best interest of such Person or (ii) the failure to repair, restore or replace the property is attributable to the contemplated application of the Insurance Proceeds from such Casualty or the Condemnation Award from such Condemnation to the acquisition of other tangible assets used or useful in the business of the Borrower and its Subsidiaries as contemplated in the definition of “Reinvestment Funds” in Section 1.01 or to payment of the Senior Obligations in accordance with the provisions of Section 2.09(b)(iv).

Loss Events. (a) If, after the Execution Date but prior to the Closing, all or any portion of the Company Assets are destroyed or damaged by fire, flood, earthquake, storm, theft, vandalism, explosion, blowout, riot, sabotage, accident or other casualty of a similar nature and the aggregate amount of the reasonably estimated Restoration Cost in respect thereof exceeds $100,000 (a “Casualty Loss”) or is taken in condemnation or under right of eminent domain and the aggregate amount of the reasonably estimated Restoration Cost in respect thereof exceeds $100,000 (a “Takings Loss” and together with a Casualty Loss, a “Loss Event”), Seller will promptly send notice to Buyer of the occurrence of such event (a “Loss Event Notice”) and provide Buyer with all reasonably requested information with respect thereto, including allowing Buyer and its Representatives to visit and survey the damage resulting therefrom. If either Party believes in good faith that the amount of the aggregate Restoration Cost for such Loss Events is equal to or exceeds $3,300,000, the Parties will together promptly select an independent third-party appraiser with relevant expertise in assets of the type that suffered the Loss Event (an “Appraisal Firm”) who will be engaged to determine the amount of Restoration Cost for such Loss Event. If the Parties are unable to agree upon an Appraisal Firm by the expiration of 15 days following the delivery of the Loss Event Notice, each of Seller, on the one hand, and Buyer, on the other hand, will select a separate Appraisal Firm to determine the Restoration Cost. If the two Appraisal Firms so selected do not agree on the Restoration Cost, then the two Appraisal Firms will select a third Appraisal Firm to determine the Restoration Cost. The final Restoration Cost will be the average of the two Restoration Cost estimates that are the closest in amount relative to each other. Each Party will use its Commercially Reasonable Efforts to cause any Appraisal Firm engaged by such party in accordance with this Section 5.12(a) to return its determination of the Restoration Cost within 30 days after the date of such appraiser’s engagement by such Party; provided that neither Party may delay the Closing for the time periods set forth in this Section 5.12(a) for the determination of the Restoration Cost unless such Party, upon delivery of a Loss Event Notice, believes in good faith that the amount of the aggregate Restoration Cost for such Casualty Loss is equal to or exceeds ...

Loss Events. During the Term and subject to the provisions hereof, the LESSEE shall bear the risk of, and hold the LESSOR harmless from, any and all claims, demands, liabilities, loss, damages, and all related fees, costs and expenses of whatever kind, nature, and degree which arise in law or otherwise in connection with the LESSEE’s inability to use the Aircraft for whatever reason. Such an occurrence shall hereinafter be referred to as a “Loss Event.”

Loss Events. In case of any Casualty or Condemnation with respect to any property of any Group Company or any part thereof having a fair market value in excess of the Threshold Amount, the Borrower shall promptly give written notice thereof to the Administrative Agent generally describing the nature and extent of such damage, destruction or taking.

Loss Events. Except as otherwise expressly provided herein, all ----------- Loss Proceeds shall be deposited into the Proceeds Account directly, or if received by the Issuer, as soon as practicable (but no more than three (3) Business Days) after receipt, in either case in accordance with this Section ------- 3.10 (a) The ------- Administrative Agent shall separately segregate such Loss Proceeds for distribution in the manner as set forth below: (i) If (A) a Loss Event occurs and (B) either (x) the Issuer determines not to Restore the Project or (y) the Issuer determines that the Project cannot be Restored to permit operation of the Project on a Commercially Feasible Basis, upon delivery to the Administrative Agent and the Collateral Agent of an Officer's Certificate of the Issuer certifying to the foregoing (together with, in the case of clause (y) immediately above, a certificate signed by an authorized representative of the Independent Engineer concurring with such Officer's Certificate), then the Loss Proceeds in excess of $5,000,000 received by the Issuer in connection with such Loss Event shall be used to redeem or prepay, as applicable, the Redeemable Facilities on a pro rata basis --- ---- among the Redeemable Facilities, based upon the then outstanding principal amounts of each of the Redeemable Facilities, at the prices for redemption or prepayment set forth in the applicable Financing Document, and the Issuer shall provide the Administrative Agent an Allocation Certificate setting forth the amount to be so allocated to each Redeemable Facility and the account or accounts into which each Redeemable Facility's allocable share shall be deposited in accordance with the terms of the applicable Financing Document. Within three (3) Business Days of its receipt of an Allocation Certificate, the Administrative Agent shall make the transfers from the Proceeds Account specified therein. The Issuer hereby instructs the Collateral Agent and the Administrative Agent to make all such payments in respect of the Bonds directly to the Trustee for deposit into the Bond Fund in accordance with the terms of Section 3.3 of the Indenture, and the Collateral Agent and the Administrative ----------- Agent hereby acknowledge receipt of such instruction. Amounts remaining in the Proceeds Account after the redemption required under this Section 3.10(a)(i) ------------------ shall be transferred by the Administrative Agent from the Proceeds Account to the Revenue Account for disbursemen...

Loss Events. During the term of this Agreement and subject to the provisions hereof, the User shall bear the risk of, and hold the Operator and any financing party and their respective affiliates, employees, officers, directors, agents or representatives harmless from, any and all claims, demands, liabilities, loss, damages, and all related fees, costs and expenses of whatever kind, nature, and degree which arise in law or otherwise in connection with the User’s inability to use the Aircraft for whatever reason. Such an occurrence shall hereinafter be referred to as a “Loss Event.”

Loss Events. If a Casualty occurs, the Management Committee shall diligently pursue all available rights to compensation in respect of such Casualty, except to the extent that a Supermajority Vote determines that such pursuit shall not be in the best interest of the Participants. This Section 11.3.6 and Section 11.3.3 shall survive termination of this Agreement.

Loss Events. 11.1. You acknowledge and agree that you bear the risk that the Digital Assets we hold directly and/or through a Sub-custodian are compromised for any reason (e.g., hacking, theft, fraud, cyber-attack, loss of private key, etc.) (each a “Loss Event”), absent any fraud or gross negligence of the Bank. In particular, we will have no liability in connection with a Loss Event resulting from any action, omission, or otherwise attributable to any Sub-custodian. 11.2. In case of any Loss Event, we will promptly notify you and inform you of any measures taken to mitigate the impact of such Loss Event.

Loss Events. No Loss Event has occurred nor has any notice been given or proceeding commenced by a Governmental Authority or Person in respect thereof nor, to the Knowledge of the Borrower, is there any intent or proposal to give any such notice or commence with respect to a Loss Event.