Insurance and Other Matters. If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) above, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the issuers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such insurance policies.

Insurance Matters. Buyer agrees to timely submit any insured Claim for which the Seller are obligated to provide Indemnification hereunder, to any applicable insurance carrier for coverage. If the Buyer receives or recovers any proceeds, including, without limitation, costs of defense, from insurance in connection with any Losses for which the Seller are obligated to provide indemnification hereunder, the Buyer shall apply such proceeds (net of any costs associated with recovering the same) against such indemnification obligation or, if such indemnification obligation has already been satisfied, then such proceeds (net of any costs associated with recovering the same) shall be paid (less any taxes payable) to the Seller, up to an amount not to exceed the amount paid by the Seller to the Buyer in connection with such Losses.

Other Matters. The conditions for granting or vesting and the other provisions of Restricted Stock Awards need not be the same with respect to each recipient.

Other Matters. In no event shall any shares newly-issued by the Company be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted by applicable state law. In the event that the Committee allows a Participant to exercise a Stock Option by delivering shares of Stock previously owned by such Participant, any such shares delivered which were initially acquired by the Participant from the Company (upon exercise of a stock option or otherwise) must have been owned by the Participant for at least six months prior to such date of delivery, except in the case of the net settlement of Stock Options. Shares of Stock used to satisfy the Exercise Price of a Stock Option shall be valued at their Fair Market Value on the date of exercise. The Company will not be obligated to deliver any shares of Stock unless and until it receives full payment of the Exercise Price and any related tax withholding obligations have been satisfied, or until any other conditions applicable to exercise or purchase have been satisfied. No Participant shall have any of the rights of a stockholder of the Company until shares of Stock are issued upon the exercise of such Stock Options or the delivery of shares following the vesting of a Restricted Stock Award, except as otherwise provided herein. Unless expressly provided otherwise in the applicable Award Agreement, the Committee may at any time within its sole discretion eliminate or limit a Participant’s ability to pay the purchase or Exercise Price of any Award by any method other than a cash payment to the Company.

Other Matters. With reasonable promptness, such other information related to the Company as the Agent or any Lender may reasonably request in writing.

Other Matters. All other matters as Lender may reasonably require have been completed to its satisfaction.

Other Matters. The Borrower and each Subsidiary Guarantor shall have provided such other items and shall have satisfied such other conditions as may be reasonably required by the Administrative Agent.

Other Insurance. The Borrower shall maintain or cause to be maintained such insurance in addition to or in lieu of that required by the foregoing provisions of this [Schedule 5.17] as the Administrative Agent may from time to time require, at its direction, due to # new information coming to the attention of the Administrative Agent after the Closing Date or # changed circumstances after the Closing Date, which, in the case of either of the [foregoing clauses (i) and (ii)])], is reasonably determined by the Administrative Agent to render the insurance coverage set forth in this [Schedule 5.17] materially inadequate.

All indemnification payments under this ARTICLE 6 will be deemed adjustments to the Purchase Price.

Other Matters Unaffected. When any Dispute occurs and when any Dispute is under arbitration, except for the matters in Dispute, the Parties shall continue to fulfill their respective obligations and shall be entitled to exercise their rights under this Contract.