Breakage Cost Indemnity Sample Clauses

Breakage Cost Indemnity. The Company agrees to indemnify each Bank on demand against any loss or expense (including, but not limited to, any loss of the Applicable Margin or any other loss or expense sustained or incurred or to be sustained or incurred by such Bank in liquidating or employing deposits acquired or contracted for to effect or maintain its acquisition of its Pro Rata Share of Purchased Receivables or any part thereof) which such Bank has sustained or incurred as a consequence of (i) a purchase of Receivables not being made following the delivery of any Purchase Request to such Bank by reason of the non-fulfillment of any of the conditions precedent or otherwise or (ii) a repurchase of Purchased Receivables by the Company prior to the end of the applicable Settlement Period, other than any such repurchase resulting from a Bank Termination.
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Breakage Cost Indemnity. The Company agrees to indemnify each holder of Notes for, and promptly to pay to each such holder upon the written request of such holder, any amounts required to compensate such holder for any reasonable losses, costs or expenses sustained or incurred by such holder arising out of: (i) any event (including any acceleration of Notes in accordance with Section 12.1 and any prepayment of Notes pursuant to Section 8.2, 8.3, 8.5, 8.8 or 10.5(b)) which results in: (A) such holder receiving any amount on account of the principal of any Note prior to the end of the Interest Period in effect therefor, or (B) the conversion of any LIBOR-Based Note to a Prime Rate Note other than on the last day of the Interest Period in effect therefor, or (ii) the failure by the Company to pay any amount in respect of a payment or prepayment required to be made hereunder on the date due in respect of any LIBOR-Based Note, including, without limitation, any reasonable loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such holder to fund or maintain such LIBOR-Based Notes. A certificate of any such holder of Notes setting forth, in reasonable detail, the calculations of any amount or amounts which such holder is entitled to receive pursuant to this Section 8.10(b) and the basis therefor, shall be delivered by such holder to the Company no later than ten (10) Business Days after the occurrence of any event set forth in clause (i) or (ii) above and shall be prima facie evidence of such amount absent manifest error unless the Company notifies such holder in writing to the contrary within 30 days after such certificate is delivered to the Company. The provisions of this Section 8.10(b) shall remain operative and in full force and effect regardless of prepayment of the Notes, the consummation of the transactions contemplated hereby, the repayment of any Notes, the invalidity or unenforceability of any other term or provision of this Agreement or the Notes or any investigation made by or on behalf of any such holder.
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Breakage Cost Indemnity. (a) The Company agrees to indemnify each holder of Floating Rate Shelf Notes for, and to pay promptly to each holder upon written request, any amounts required to compensate that holder for any losses (excluding loss of anticipated profit), costs or expenses sustained or incurred by the holder by reason of the liquidation or reemployment of deposits or other funds acquired by the holder to fund or maintain LIBOR Loans in respect of said Floating Rate Shelf Notes as a consequence of (i) any event (including any prepayment of Floating Rate Shelf Notes as contemplated by paragraphs 4B or 4C or any acceleration of Floating Rate Shelf Notes in accordance with paragraph 7B) which results in (A) that holder receiving any amount on account of the principal of any LIBOR Loan prior to the end of the Interest Period in effect therefor, (B) the conversion of a LIBOR Loan to a Base Rate Loan other than on the first day of the Interest Period in effect therefor, or (C) the closing of the purchase and sale of any Floating Rate Shelf Note in respect of a LIBOR Loan beyond the original Closing Day specified in the applicable Request for Purchase, or (ii) any default in the making of any payment or prepayment of principal required to be made in respect of a LIBOR Loan (such amount being the “Breakage Cost Obligation”). (b) A certificate of any holder of Floating Rate Shelf Notes setting forth the amount or amounts said holder is entitled to receive pursuant to this paragraph 2B(2)(b) will be delivered to the Company and will be conclusive absent manifest error. The Company agrees to pay said holder the amount shown as due on any such certificate within five Business Days after its receipt of the same. (c) The provisions of this paragraph 2B(2)(c) remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Notes, the invalidity or unenforceability of any term or provision of this Agreement or any Note, or any investigation made by or on behalf of any holder of any Note.
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Breakage Cost Indemnity. The Company agrees to indemnify Prudential for, and to promptly pay to Prudential upon written request, any amounts required to compensate Prudential for any losses, costs or expenses sustained or incurred by Prudential as a consequence of: (i) any event (including any acceleration of Revolving Loans and Revolving Notes in accordance with paragraph 7A), which results in: (a) Prudential receiving any amount on account of the principal of any Revolving Loan prior to the end of the Rate Period in effect therefor, or (b) any Revolving Loan not being made after the Revolving Loan Request of which such Revolving Loan is a part shall have been given by the Company hereunder, or (ii) any default in the making of any payment or prepayment required to be made hereunder, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by Prudential to fund or maintain such Revolving Loan. A certificate of Prudential setting forth any amount or amounts which Prudential is entitled to receive pursuant to this paragraph 2B(8) shall be delivered to the Company and shall be conclusive absent manifest error. The provisions of this paragraph 2B(8) shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Revolving Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Transaction Document, or any investigation made by or on behalf of Prudential.
Sample 1
Breakage Cost Indemnity. The Company agrees to indemnify each holder of the Notes for, and promptly to pay to each such holder upon the written request of such holder, any amounts required to compensate such holder for any losses, costs or expenses sustained or incurred by such holder arising out of: (i) any event (including any acceleration of the Notes in accordance with Section 12.1 and any prepayment of the Notes pursuant to Section 8.2 or Section 8.3) which results in: (A) such holder receiving any amount on account of the principal of any Note prior to the end of the Interest Period in effect therefor, or (B) the conversion of any LIBOR-Based Loan to a Prime Rate Loan other than on the last day of the Interest Period in effect therefor; or (ii) the failure by the Company to pay any amount in respect of a payment or prepayment required to be made hereunder on the date due in respect of any LIBOR-Based Loan, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such holder to fund or maintain such LIBOR-Based Loans (all such amounts, collectively, the “LIBOR Breakage Amount”).
Sample 1
Breakage Cost Indemnity. Each Seller agrees to indemnify each Bank within five (5) Business Days of written demand therefor (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for the amount being claimed) against any loss or expense (including, but not limited to, any loss or expense sustained or incurred or to be sustained or incurred by such Bank in liquidating or employing deposits acquired or contracted for to effect or maintain its acquisition of Purchased Receivables or any part thereof, but excluding any loss of anticipated profits) which such Bank has sustained or incurred as a consequence of (a) a purchase of Receivables from such Seller not being made following the delivery of any Purchase Request to such Bank, by reason of the non-fulfilment of any of the conditions precedent or otherwise or (b) a repurchase of Purchased Receivables by such Seller prior to the end of the applicable LIBOR period.
Sample 1
Breakage Cost Indemnity. The Borrower agrees to indemnify each holder of the Series B Notes for, and promptly to pay to each such holder upon the written request of such holder, any amounts required to compensate such holder for any losses, costs or expenses sustained or incurred by such holder arising out of: (i) any event (including any acceleration of the Series B Notes in accordance with Section 12.1 and any prepayment of the Series B Notes pursuant to Section 8.2 or Section 8.3) which results in: (A) such holder receiving any amount on account of the principal of any Series B Note prior to the end of the Interest Period in effect therefor, or (B) the conversion of the interest rate applicable to any Series B Notes from the LIBOR Rate to the Prime Rate other than on the last day of the Interest Period in effect therefor; or (ii) the failure by the Borrower to pay any amount in respect of a payment or prepayment of the Series B Notes on the date due in respect thereof, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such holder to fund or maintain the LIBOR Rate (all such amounts, collectively, the “LIBOR Breakage Amount”).
Sample 1
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Related to Breakage Cost Indemnity

  • Breakage Costs The Borrower shall pay all Breakage Costs required to be paid by it pursuant to this Agreement and incurred from time to time by any Lender upon demand within fifteen (15) days from receipt of written notice from the Agent, or such earlier date as may be required by this Agreement.

  • Compensation; Reimbursement; Indemnity (a) The Company agrees: (i) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (ii) to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, bad faith or willful misconduct; and (iii) to the fullest extent permitted by applicable law, to indemnify the Trustee and its Affiliates, and their officers, directors, shareholders, agents, representatives and employees for, and to hold them harmless against, any loss, damage, liability, tax (other than income, franchise or other taxes imposed on amounts paid pursuant to (i) or (ii) hereof), penalty, expense or claim of any kind or nature whatsoever incurred without negligence, bad faith or willful misconduct on its part arising out of or in connection with the acceptance or administration of this trust or the performance of the Trustee’s duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. (b) To secure the Company’s payment obligations in this Section 6.6, the Company hereby grants and pledges to the Trustee and the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, other than money or property held in trust to pay principal and interest on particular Securities. Such lien shall survive the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee. (c) The obligations of the Company under this Section 6.6 shall survive the satisfaction and discharge of this Indenture and the earlier resignation or removal of the Trustee. (d) In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (e) In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Indenture.

  • Currency Indemnity (a) If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of: (i) making or filing a claim or proof against that Obligor; (ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum. (b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

  • Weekly Indemnity (a) Casual employees are eligible for weekly indemnity benefits upon accumulation of 400 hours of service seniority. Once established, eligibility for weekly indemnity is retained unless the casual employee loses service seniority. Weekly indemnity benefits are payable for each period of illness up to a maximum of 15 weeks at 60% of the casual employee's normal average earnings. Normal average earnings are calculated by averaging the straight-time compensation and the compensation paid in accordance with Clause 31.7 in the six most recent biweekly pay periods in which earnings occurred. (b) The payment of benefits to a person who is laid off or separated prior to termination of his/her illness shall be continued after the layoff or separation until the total number of weeks for which benefits have been paid in respect of that illness is 15 weeks, except that benefits will cease on the effective date of a scheduled layoff or separation, if the illness occurs two months (or less) before that layoff or separation provided that notice of the layoff or separation was given prior to the occurrence of the illness. (c) The benefits described in this clause shall not be available to an employee whose illness, injury or personal circumstances may be described by any one of the following conditions: (1) who is not under the care of a licensed physician; (2) whose illness is occupational and is covered by WorkSafeBC; (3) whose illness is intentionally self-inflicted; (4) whose illness results from service in the Armed Forces; (5) whose illness results from riots, wars or participation in disorderly conduct; (6) who is ill during a period of paid vacation; (7) whose illness is sustained while he/she is committing a criminal offence; (8) who is engaged in an employment for a wage or profit; (9) who is ill during a strike or lockout at the place where he/she was employed if that illness commences during the strike or lockout; (10) who is serving a prison sentence. (d) The parties agree that the complete premium reduction from the Employment Insurance Commission accruing through the improved sick leave plan and the weekly indemnity plan will be returned to the Employer. This is an exchange for the implementation of the above-mentioned plans.

  • Insurance Indemnity (a) For six years from the Effective Time, the Surviving Corporation shall maintain in effect the Company's and its Subsidiaries' current directors' and officers' liability insurance policies (the "Policies") covering those persons -------- who are currently covered by the Policies with respect to actions or omissions occurring prior to the Effective Time; provided, however, that in no event shall -------- ------- the Surviving Corporation be required to expend in any one year an amount in excess of 150% of the annual premiums currently paid by the Company and its Subsidiaries for such insurance coverage, and, provided further, that if the -------- ------- annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain policies with the greatest coverage available for a cost not exceeding such amount. (b) The Surviving Corporation shall keep in effect in its bylaws provisions for a period of not less than six years from the Effective Time (or, in the case of matters occurring prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved) that provide for exculpation of director and officer liability and indemnification (and advancement of expenses related thereto) of the past and present officers and directors of the Company and its Subsidiaries to the fullest extent permitted by the DGCL, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enhance the rights of past or present officers and directors to indemnification or advancement of expenses, and shall observe the indemnification agreements existing in favor of past and present officers and directors of the Company and its Subsidiaries, each of which are listed in the Disclosure Letter and copies of which have been previously provided to Purchaser. (c) Subject to Section 8.6(f), from and after the Effective Time, the -------------- Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under applicable law, each person who is, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer, director or similar person of the Company or any Subsidiary, against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement (collectively, "Losses") in connection with any claims, actions, suits, proceedings, ------ arbitrations, investigations or audits (collectively, "Litigation") arising ---------- before or after the Effective Time out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, which acts or omissions occurred prior to the Effective Time. Without limiting the foregoing, the Surviving Corporation shall periodically advance expenses as incurred with respect to the foregoing to the fullest extent permitted under applicable law provided that the person to whom the expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such person is not entitled to indemnification. (d) The provisions of this Section 8.6 are intended for the benefit of and ----------- shall be enforceable by each person who is now or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, an officer, director or similar person of the Company or any of its Subsidiaries. (e) If any Litigation described in Section 8.6(c) (each, an "Action") -------------- ------ arises or occurs, the Surviving Corporation shall control the defense of such Action with counsel selected by the Surviving Corporation, provided, that the -------- party seeking indemnification pursuant to Section 8.6(c) (each, an "Indemnified -------------- ----------- Party") shall be permitted to participate in the defense of such Action through ----- counsel selected by the Indemnified Party, at the Indemnified Party's expense. Notwithstanding the foregoing, if there is any actual or potential conflict between the Surviving Corporation and any Indemnified Party or there are additional defenses available to any Indemnified Party, such Indemnified Party shall be permitted to participate in the defense of such Action with counsel selected by the Indemnified Party, at the Surviving Corporation's expense; provided, however, that the Surviving Corporation shall not be obligated to pay -------- ------- the fees and expenses of more than one counsel for any Indemnified Party in any single Action. The Surviving Corporation shall not be liable for any settlement effected without its written consent, which consent shall not unreasonably be withheld. (f) Purchaser shall have no obligations under Section 8.6(c), unless and -------------- until the Surviving Corporation is unable to satisfy its indemnification obligations under this Section 8.6. -----------

  • Funding Loss Indemnification The Borrower shall pay to the Liquidity Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient (in the reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of the Applicable Margin or anticipated profits) incurred as a result of: (1) Any repayment of a LIBOR Advance on a date other than the last day of the Interest Period for such Advance; or (2) Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing specified in the relevant notice under Section 2.02.

  • Funding Indemnity In the event of (a) the payment of any principal of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion or continuation of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure by the Borrower to borrow, prepay, convert or continue any Eurodollar Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall compensate each Lender, within five (5) Business Days after written demand from such Lender, for any loss, cost or expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Eurodollar Loan if such event had not occurred at the Adjusted LIBO Rate applicable to such Eurodollar Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan) over (B) the amount of interest that would accrue on the principal amount of such Eurodollar Loan for the same period if the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid or converted or the date on which the Borrower failed to borrow, convert or continue such Eurodollar Loan. A certificate as to any additional amount payable under this Section submitted to the Borrower by any Lender (with a copy to the Administrative Agent) shall be conclusive, absent manifest error.

  • Currency Rate Indemnity (a) The Company shall (to the extent lawful) indemnify the Trustee and the Holders of the Notes and keep them indemnified against: (i) in the case of nonpayment by the Company of any amount due to the Trustee, on behalf of the Holders of the Notes, under the Indenture any loss or damage incurred by any of them arising by reason of any variation between the rates of exchange used for the purposes of calculating the amount due under a judgment or order in respect thereof and those prevailing at the date of actual payment by the Company; and (ii) any deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the local currency equivalent of the amounts due or contingently due under the Indenture or in respect of the Notes is calculated for the purposes of any bankruptcy, insolvency or liquidation of the Company, and (ii) the final date for ascertaining the amount of claims in such bankruptcy, insolvency or liquidation. The amount of such deficiency shall be deemed not to be increased or reduced by any variation in rates of exchange occurring between the said final date and the date of any bankruptcy, insolvency or liquidation or any distribution of assets in connection therewith. (b) The Company agrees that, if a judgment or order given or made by any court for the payment of any amount in respect of its obligations hereunder is expressed in a currency (the “Judgment Currency”) other than U.S. dollars (the “Denomination Currency”), it will indemnify the relevant Holder and the Trustee against any deficiency arising or resulting from any variation in rates of exchange between the date at which the amount in the Denomination Currency is notionally converted into the amount in the Judgment Currency for the purposes of such judgment or order and the date of actual payment thereof. (c) The above indemnities shall constitute separate and independent obligations of the Company from its obligations under the Indenture, will give rise to separate and independent causes of action, will apply irrespective of any indulgence granted from time to time and will continue in full force and effect notwithstanding any judgment or the filing of any proof or proofs in any bankruptcy, insolvency or liquidation of the Company for a liquidated sum or sums in respect of amounts due under the Indenture or the Notes.”

  • Client Indemnity In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

  • Landlord Indemnity Under no circumstance shall Tenant be liable for, and Landlord shall indemnify, defend, protect and hold harmless Tenant and Tenant’s Agents from and against, all losses, costs, claims, liabilities and damages (including attorneys’ and consultants’ fees) arising out of any Hazardous Materials that exist in, on or about the Project as of the date hereof, or Hazardous Material Released by Landlord or any Landlord Parties. Landlord will provide Tenant with any Hazardous Material reports relating to the Building that Landlord has in its immediate possession. The provision of such reports shall be for informational purposes only, and Landlord does not make any representation or warranty as to the correctness or completeness of any such reports.

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