Sharing of Recoveries. Each Purchaser agrees that if it receives any recovery, through set-off, judicial action or otherwise, on any amount payable or recoverable hereunder in a greater proportion than should have been received hereunder or otherwise inconsistent with the provisions hereof, then the recipient of such recovery shall purchase for cash an interest in amounts owing to the other Purchasers (as return of Capital or otherwise), without representation or warranty except for the representation and warranty that such interest is being sold by each such other Purchaser free and clear of any Adverse Claim created or granted by such other Purchaser, in the amount necessary to create proportional participation by the Purchaser in such recovery. If all or any portion of such amount is thereafter recovered from the recipient, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.
Sharing of Recoveries. (a) Each Lender agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.14, such Lender shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans that is greater than the proportion received by any other Lender in respect of the aggregate of such amounts due and payable to such other Lender hereunder, then the Lender receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lenders; provided that if all or part of such proportionately greater payment received by the purchasing Lender is thereafter recovered by or on behalf of such Lender, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender to the extent of such recovery, but without interest (unless the purchasing Lender is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) shall, with respect to such participation, be entitled to all of the rights of a Lender under Sections 1.08, 1.09, 1.10, 8.02 and 8.07 (subject to any condition imposed on a Lender hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.
Sharing of Recoveries. Each Lender agrees that if it shall, by exercising any right1.8. of set-off or counterclaim, by recovery under the Existing Guaranty or the Corporate Guaranty, or otherwise, receive payment of principal, premium and/or interest or other amounts in excess of the ratable portion due to such Lender in accordance with this Agreement ("Excess Payment"), then such Lender ("Distributing Lender") shall distribute to the other Lenders ("Receiving Lender(s)") the applicable amounts necessary to give each Lender its proportionate share (for purposes of this paragraph, "Pro Rata Share") of such Excess Payment. To the extent necessary under applicable law so as not to extinguish any unpaid Obligations, to maintain perfection in the Collateral, or otherwise protect any rights of the Lenders herein, the Distributing Lender shall be subrogated to any and all rights and interests of the Receiving Lender receiving the Excess Payment but only to the extent of the applicable Pro Rata Share of the Excess Payment. Should the Receiving Lender ever receive monies or funds for which the Distributing Lender would be entitled due to the Excess Payment distributed by the Distributing Lender to the Receiving Lender ("Recoupment Payments"), such funds shall be paid to the Distributing Lender to the extent necessary so as to maintain the appropriate Pro Rata Share among the Lenders. To the extent any interest, premiums, or other amounts are received by any of the Lenders in connection with either Excess Payments or Recoupment Payments, the same shall be distributed on an equitable basis based on each Lender's Pro Rata Share as evaluated over the applicable time period. Should any Lender be required to return funds, in an amount disporportionate to that required to be returned by the other Lenders, to a bankruptcy trustee, the Borrower or otherwise due to a bankruptcy filing or other legal process, then such other Lenders shall make appropriate payment adjustments with such Lender so that each Lender has received it Pro Rata Share. To the extent any Lender has the right of set-off or counterclaim arising from indebtedness other than the Obligations and which is either unsecured or secured by collateral other than the Collateral, it may exercise the right of set-off or counterclaim against any monies it may hold which were not paid in connection with the Obligations or otherwise received in connection with the Collateral. 1.9. 1.10.
Sharing of Recoveries. Any recovery obtained by either Licensor or Licensee in connection with or as a result of any infringement action contemplated under this Section 5, whether by settlement or otherwise, shall be shared in order as follows: (i) the party that primarily initiated and prosecuted the action shall recoup all of its costs and expenses incurred in connection with the action; (ii) the other party shall then, to the extent possible, recover its costs and expenses incurred in connection with the action; and (iii) unless otherwise agreed on by the parties in writing, the amount of any recovery remaining shall then be divided between the parties in accordance with the relative out-of-pocket costs and expenses they incur in initiating, investigating, prosecuting and/or settling the action.
Sharing of Recoveries. Any amounts recovered by either Party pursuant to this Section 15.4 (Third Party Infringement) will be used first to reimburse the Parties for their reasonable costs and expenses, including attorneys’ fees incurred in making such recovery (which amounts will be allocated pro rata if insufficient to cover the totality of such expenses) with any remainder to be allocated [***] percent ([***]%) to the Party in whose Territory the applicable action has been initiated and [***] percent ([***]%) to the other Party.
Sharing of Recoveries. Any recoveries obtained as a result of any proceeding against a Third Party infringer (where the infringement relates to the Development, Manufacture and/or Commercialization of any Product) shall be allocated as follows:
Sharing of Recoveries. If (i) a Notice of Actionable Default shall have been delivered to the Collateral Agent and (ii) such Notice shall not have been withdrawn and the Event of Default described therein shall then be continuing, any Senior Creditor which shall receive any payment of any fee, expense, principal, premium or interest under any of the Secured Documents, including any amount received by the exercise of any right of setoff (any such payment or amount being hereinafter referred to as a “Recovery”), shall pay the amount of such Recovery to the Collateral Agent for distribution to the Senior Creditors and the Collateral Agent shall pay such amount to the Senior Creditors in accordance with the provisions set forth in Section 3.2.
Sharing of Recoveries. The Agent and each Lender agrees that if, for any reason (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise), such Person receives payment of a proportion of the aggregate amount of Obligations due and payable to it hereunder that is greater than its allocable share thereof, then the Person receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the applicable Persons hereunder so that all such recoveries with respect to the Obligations (net of costs of collection) shall be properly allocated among the Persons entitled to the same; provided, however, that if all or part of such proportionately greater payment received by the purchasing Person is thereafter recovered by or on behalf of the Borrower from such Person, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Person to the extent of such recovery, but without interest (unless the purchasing Person is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.05 shall, with respect to such participation, to the extent permitted under Governmental Requirements, be entitled to all of the rights of a Lender and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Obligations in the amount of such participation.
Sharing of Recoveries. Section 9.5. Right of Setoff
Sharing of Recoveries. If (a) a Notice of Actionable Default shall have been delivered to the Collateral Agent, and (b) any Creditor shall have received thereafter any payment on its Obligations out of the proceeds of any Collateral (any such payment being hereinafter referred to as a "Recovery"), including such a payment by reason of a setoff against deposit balances of the Company, and (c) as a result thereof such Creditor shall receive an amount which exceeds the amount to which such Creditor would have been entitled to receive under Section 4.3 hereof had such Recovery represented the proceeds of the sale of such Collateral or collection action (the amount of such excess being herein referred to as the "Excess Amount"), then such Creditor shall pay to the Collateral Agent the Excess Amount of such Recovery, and the Collateral Agent shall pay such Excess Amount to each other Creditor to the extent (if any) such payee would have been entitled thereto if Section 4.3 had governed the application of such Recovery and, pending such payment, to the Collateral Agent, shall hold such amount in trust for the other Creditors.
