Expense Reimbursements To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements payable to Executive pursuant to this Agreement shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.
Disbursements, Reimbursement Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively.
Drawings and Reimbursements Upon receipt from the beneficiary of any Letter of Credit of any draw request under such Letter of Credit, the LC Issuer shall notify the Borrowers and the Administrative Agent thereof. Not later than 11:00 a.m. (London, England time) on the date of any payment by the LC Issuer under a Letter of Credit (each such date, an “LC Honor Date”), the Borrowers shall reimburse the LC Issuer in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers shall be deemed to have requested a Borrowing of Loans to be disbursed three (3) Business Days after the LC Honor Date in an amount equal to the unreimbursed amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) for the principal amount of Loans, and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make a Loan to the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ request.
Reimbursement of Fee Waivers and Expense Reimbursements If on any day during which the Advisory Agreement is in effect, the estimated annualized Fund Operating Expenses of the Fund for that day are less than the Operating Expense Limit, the Adviser shall be entitled to reimbursement by a Fund of the investment advisory fees waived or reduced, and any other expense reimbursements or similar payments remitted by the Adviser to the Fund pursuant to Section 1 hereof (the “Reimbursement Amount”) within three years after the year in which the Adviser waived or reduced investment advisory fees or reimbursed expenses, to the extent that the Fund’s annualized Operating Expenses plus the amount so reimbursed equals, for such day, the Operating Expense Limit, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed.
Reimbursements To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:
Loss Reimbursement Subadviser shall reimburse the Account for any material error to the Fund's net asset value caused by Subadviser's breach of its standard of care, as set forth in the following sentence that is a direct cause of a delay in the accurate daily pricing of the Fund. In managing the Account, Subadviser shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
Cost Reimbursement Retrocessionaire shall reimburse for its allocated share of all costs and expenses incurred by Retrocedant in administering the Reinsurance Contracts as set forth in Exhibit H hereto.
Business Expense Reimbursements During the Term, the Company shall promptly reimburse Executive for Executive’s reasonable and necessary business expenses in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).
Expense Reimbursement The Executive shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.
Drawing and Reimbursement The payment by an Issuing Bank of a draft drawn under any Letter of Credit which is not reimbursed by the applicable Borrower on the date made shall constitute for all purposes of this Agreement the making by any such Issuing Bank of an Advance, which shall be a Base Rate Advance, in the amount of such draft, without regard to whether the making of such an Advance would exceed such Issuing Bank’s Unused Commitment. Each Issuing Bank shall give prompt notice of each drawing under any Letter of Credit issued by it to the applicable Borrower and the Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Agent and the applicable Borrower, each Lender shall pay to the Agent such Lender’s Ratable Share of such outstanding Advance pursuant to Section 2.03(b). Each Lender acknowledges and agrees that its obligation to make Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Share of an outstanding Advance on (i) the Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Advance available to the Agent, such Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute an Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.
