Common use of Indemnity for Failure to Close Clause in Contracts

Indemnity for Failure to Close. If a sale of the Participation Interest fails to occur on the Closing Date as specified in the Purchase Notice delivered pursuant to Section 4.02(e) hereof and agreed to by the Buyer pursuant to Section 4.04 hereof (other than by virtue of any breach by the Buyer), the Seller shall reimburse the Buyer on demand for any loss, cost or expense (including loss of margin) incurred by the Buyer with respect to this Agreement, its obligations hereunder or its funding of the proposed Purchase Price (including, without limitation, any loss, cost or expense in obtaining, liquidating or employing deposits as loans from third parties or the loss, cost or expense of issuing its commercial paper notes or short-term promissory notes in order to fund such Purchase Price) until the earlier of (A) the Closing Date as specified in a subsequent Purchase Notice delivered pursuant to Section 4.02(e) hereof and agreed to by the Buyer pursuant to Section 4.04 hereof or (B) the date on which (i) the Buyer redeploys any funds committed to fund such Purchase Price at a rate of return greater than or equal to the Cost of Funds, or (ii) such commercial paper notes or short-term promissory notes become due and payable, as the case may be. The Buyer shall notify the Seller (in reasonable detail consistent with its customary practices) of the amount determined by the Buyer to be necessary to compensate the Buyer for such loss, cost or expense. Such amount shall be due and payable by the Seller to the Buyer ten (10) Business Days after such notice is given.

Indemnity for Failure to Close. If a sale of the Participation ------------------------------ Interest fails to occur on the Closing Effective Date as specified in the Purchase Notice delivered pursuant to Section 4.02(e) hereof and agreed to by the Buyer pursuant to Section 4.04 hereof (other than by virtue of any breach by the Buyer)hereof, the Seller shall reimburse the Buyer on demand for any loss, cost or expense (including loss of margin) incurred by the Buyer with respect to this Agreement, its obligations hereunder or its funding of the proposed Purchase Price (including, without limitation, any loss, cost or expense in obtaining, liquidating or employing deposits as loans from third parties or the loss, cost or expense of issuing its commercial paper notes or short-term promissory notes in order to fund such Purchase Price) until the earlier of (A) the Closing Effective Date as specified in a subsequent Purchase Notice delivered pursuant to Section 4.02(e) hereof and agreed to by the Buyer pursuant to Section 4.04 hereof or (B) the date on which (i) the Buyer redeploys any funds committed to fund such Purchase Price at a rate of return greater than or equal to the Cost of Funds, or (ii) such commercial paper notes or short-term promissory notes become due and payable, as the case may be. The Buyer shall notify the Seller (in reasonable detail consistent with its customary practices) of the amount determined by the Buyer (which determination shall be conclusive and binding absent manifest error) to be necessary to compensate the Buyer for such loss, cost or expense. Such amount shall be due and payable by the Seller to the Buyer ten (10) Business Days after such notice is given.

Indemnity for Failure to Close. If a sale of the Participation Interest Interests fails to occur on the Closing Date as specified in the Purchase Notice delivered pursuant to Section 4.02(e) hereof and agreed to by the Administrator, the Buyers and the Buyer Agents pursuant to Section 4.04 hereof (other than by virtue of any breach by the BuyerAdministrator, a Buyer or a Buyer Agent), the Seller shall reimburse the Administrator, the Buyers and the Buyer Agents on demand for any loss, cost or expense (including loss of margin) incurred by the Buyer such parties with respect to this Agreement, its obligations hereunder or its funding of the proposed Purchase Price (including, without limitation, any loss, cost or expense in obtaining, liquidating or employing deposits as loans from third parties or the loss, cost or expense of issuing its commercial paper notes or short-term promissory notes in order to fund such Purchase Price) until the earlier of (A) the Closing Date as specified in a subsequent Purchase Notice delivered pursuant to Section 4.02(e) hereof and or as agreed to by the Administrator, the Buyers and the Buyer Agents pursuant to Section 4.04 hereof or (B) the date on which (i) the such Buyer redeploys any funds committed to fund such Purchase Price at a rate of return greater than or equal to the Cost of FundsFunds of such Buyer, or (ii) such commercial paper notes or short-term promissory notes become due and payable, as the case may be. The Each Buyer or its Buyer Agent shall notify the Seller (in reasonable detail consistent with its customary practices) of the amount determined by the such Buyer or Buyer Agent to be necessary to compensate the such Buyer for such loss, cost or expense. Such amount shall be due and payable by the Seller to the applicable Buyer ten (10) Business Days after such notice is given.

Indemnity for Failure to Close. If a sale of the Participation Interest fails to occur on the Closing Date as specified in the Purchase Notice delivered pursuant to Section 4.02(e) hereof and agreed to by the Buyer pursuant to Section 4.04 hereof (other than by virtue of any breach by the Buyer)hereof, the Seller shall reimburse the Buyer on demand for any loss, cost or expense (including loss of margin) incurred by the Buyer with respect to this Agreement, its obligations hereunder or its funding of the proposed Purchase Price (including, without limitation, any loss, cost or expense in obtaining, liquidating or employing deposits as loans from third parties or the loss, cost or expense of issuing its commercial paper notes or short-term promissory notes in order to fund such Purchase Price) until the earlier of (A) the Closing Date as specified in a subsequent Purchase Notice delivered pursuant to Section 4.02(e) hereof and agreed to by the Buyer pursuant to Section 4.04 hereof or (B) the date on which (i) the Buyer redeploys any funds committed to fund such Purchase Price at a rate of return greater than or equal to the Cost of Funds, or (ii) such commercial paper notes or short-term promissory notes become due and payable, as the case may be. The Buyer shall notify the Seller (in reasonable detail consistent with its customary practices) of the amount determined by the Buyer (which determination shall be conclusive and binding absent manifest error) to be necessary to compensate the Buyer for such loss, cost or expense. Such amount shall be due and payable by the Seller to the Buyer ten (10) Business Days after such notice is given.