BREAKAGE COSTS INDEMNITY. The Borrower agrees to indemnify and hold each Affected Party harmless from and against any loss or expense which such Affected Party sustains or incurs as a consequence of:
(a) the failure by the Borrower to borrow Loans on the Closing Date after the Borrower has
BREAKAGE COSTS INDEMNITY. The Borrower agrees to indemnify and hold each Affected Party harmless from and against any loss or expense that such Affected Party sustains or incurs as a consequence of:
(a) the failure by the Borrower to borrow Bridge Loans on the Closing Date after the Borrower has given a notice with respect thereof in accordance with Section 2.4,
(b) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of Section 2.6 or 2.7, as applicable, or
(c) the mandatory or optional prepayment of Bridge Loans on a day that is not the last day of an Interest Period. Such indemnification may include an amount equal to the excess, if any of (i) such Affected Party's actual loss and expenses incurred (excluding lost profits) in connection with, or by reason of, any of the foregoing events and (ii) the excess, if any of (A) the amount of interest that would have accrued on the principal amount of Bridge Loans not so made or the principal amount of Bridge Loans so prepaid from the date of such proposed issuance or prepayment in the case of a failure to make Bridge Loans, to the last day of the Interest Period that would have commenced on the proposed date of funding, or in the case of any such prepayment, to the last day of the Interest Period in which such prepayment occurred, in each case at the applicable rate of interest for such Bridge Loans provided for herein (excluding the margin) over (B) the amount of interest (as reasonably determined by such Affected Party) which would have accrued to such Affected Party on such amount by placing such amount on deposit for a period comparable to such Interest Period with leading banks in the interbank Eurodollar market. A certificate as to any amounts payable pursuant to this Section 2.8 submitted to the Borrower by any Affected Party shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Obligations.
BREAKAGE COSTS INDEMNITY. Newco shall indemnify the Bank on demand against any loss or expense (including any loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under this Agreement, any amount repaid or prepaid under this Agreement or any Advance but excluding loss of Margin) which the Bank; has sustained or incurred as a consequence of:
(a) an Advance not being made following the service of a Drawdown Notice (except as a result of the failure of the Bank to comply with its obligations under this Agreement);
(b) the failure of Newco to make payment on the due date of any sum due under this Agreement;
(c) the occurrence of any Default or the operation of Clause 16.2, or
(d) any prepayment or repayment of an Advance otherwise than on an Interest Date relative to that Advance.
BREAKAGE COSTS INDEMNITY. The Company shall indemnify each Bank on demand against any reasonable loss or expense (including any loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under this Agreement, any amount repaid or prepaid under this Agreement or any Term Rate Advance) which that Bank has sustained or incurred as a consequence of:
(a) a Term Rate Advance not being made to the Company following the service of a Drawdown Notice (except as a result of the failure of that Bank to comply with its obligations under this Agreement) or the service of a Market Disruption Notice in respect of a Term Rate Advance requested by the Company; (b) the failure of the Company to make payment on the due date of any sum due under this Agreement;
BREAKAGE COSTS INDEMNITY. The Borrower agrees to indemnify and hold each Affected Party harmless from and against any loss or expense which such Affected Party sustains or incurs as a consequence of:
(a) the failure by the Borrower to borrow Eurodollar Rate Loans on the Closing Date after the Borrower has given a notice with respect thereof in accordance with Section 5.1, unless such failure by the Borrower is due exclusively to a Lender's gross negligence or willful action,
(b) default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of Section 2.5 or 2.6, as applicable, or
(c) the mandatory or optional prepayment of Eurodollar Rate Loans on a day that is not the last day of an Interest Period. Such indemnification may include an amount equal to the excess, if any of (i) such Affected Party's actual loss and expenses incurred (excluding lost profits) in connection with, or by reason of, any of the foregoing events and (ii) the excess, if any of (A) the amount of interest that would have accrued on the principal amount of Bridge Loans not so made or the principal amount of Loans so prepaid from the date of such
BREAKAGE COSTS INDEMNITY. The Parent Guarantor shall indemnify each Lender on demand against any loss or expense (excluding loss of Margin but including any loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under this Agreement, any amount repaid or prepaid under this Agreement or any Advance) which that Lender has sustained or incurred as a consequence of:
22.1.1 the Advance not being made following the service of a Drawdown Notice (except as a result of the failure of that Lender to comply with its obligations under this Agreement);
22.1.2 the failure of Swiss Newco to make payment on the due date of any sum due under this Agreement;
22.1.3 the occurrence of any Default or the operation of Clause 13.2 (ACCELERATION, ETC.); or
22.1.4 other than pursuant to Clause 8.1 (ILLEGALITY), any prepayment or repayment of the Advance otherwise than on an Interest Date relative to the Advance or an Instalment Repayment Date.
BREAKAGE COSTS INDEMNITY. The Borrower shall indemnify the Bank on demand against any loss or expense (including any loss of Margin or any other loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under this Agreement, any amount repaid or prepaid under this Agreement or any Advance) which the Bank has sustained or incurred as a consequence of:
(a) an Advance not being made following the service of a Drawdown Notice (except as a result of the failure of the Bank to comply with its obligations under this Agreement);
(b) the failure of the Borrower to make payment on the due date of any sum due under this Agreement;
(c) the occurrence of any Default or the operation of Clause 15.2; or
(d) any prepayment or repayment of (i) a Revolving Advance otherwise than on the last day of the Interest Period in relation to that Advance or (ii) a Term Advance otherwise than on an Interest Date relative to that Advance.
BREAKAGE COSTS INDEMNITY. The Borrower shall indemnify the Bank on demand against any loss or expense (including any loss of Margin or any other loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under this Agreement, any amount repaid or prepaid under this Agreement or any Advance) which the Bank has sustained or incurred as a consequence of:
(a) an Advance not being made following the service of a Drawdown Notice (except as a result of the failure of the Bank to comply with its obligations under this Agreement);
(b) the failure of the Borrower to make payment on the due date of any sum due under this Agreement;
(c) the occurrence of any Default or the operation of Clause 14.2; or
(d) any repayment or prepayment of an Advance otherwise than on the last day of the Interest Period in relation to that Advance.
BREAKAGE COSTS INDEMNITY. Each of the Borrower, Capital and the Parent Guarantor agrees to indemnify and hold each Affected Party harmless from and against any loss or expense which such Affected Party sustains or incurs as a consequence of default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of Section 2.5 or 2.6, as applicable. Such indemnification may include an amount equal to such Affected Party's actual loss and expenses incurred (excluding lost profits) in connection with, or by reason of, any of the foregoing events. A certificate as to any amounts payable pursuant to this Section 2.7 submitted to the Borrower by any Affected Party shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Obligations.
BREAKAGE COSTS INDEMNITY. The Guarantor shall indemnify each Lender on demand against any loss or expense (including any loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under this Agreement, any amount repaid or prepaid under this Agreement or any Advance) which that Lender has sustained or incurred as a consequence of:
24.1.1 an Advance not being made following the service of a Drawdown Notice (except as a result of the failure of that Lender to comply with its obligations under this Agreement);
24.1.2 the operation of Clause 6.2 (NO ALTERNATIVE CURRENCY);
24.1.3 the failure of an Obligor to make payment on the due date of any sum due under this Agreement;
24.1.4 the occurrence of any Default or the operation of Clause 15.2 (ACCELERATION); or
24.1.5 any repayment or prepayment of an Advance (other than pursuant to Clause 9.1.2 otherwise than on the last day of the Interest Period in relation to that Advance.
