Common use of Mitigation of Obligations; Replacement of Purchasers Clause in Contracts

Mitigation of Obligations; Replacement of Purchasers. (a) If any Purchaser requests compensation under Section 10.01 or 10.02, or any Issuer is required to pay any Indemnified Taxes or additional amounts to any Purchaser, or any Governmental Authority for the account of any Purchaser pursuant to Section 3.01, then at the request of such Issuer, such Purchaser shall use commercially reasonable efforts to designate a different lending office for purchasing its Notes hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Purchaser such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01, 10.01 and 10.02, as the case may be, in the future, and (ii) in each case, would not subject such Purchaser to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Purchaser. The Issuers hereby agree to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Purchaser in connection with any such designation or assignment.

Appears in 2 contracts

Samples: Note Purchase Agreement (OptiNose, Inc.), Note Purchase Agreement (OptiNose, Inc.)

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Mitigation of Obligations; Replacement of Purchasers. (a) If any Purchaser requests compensation under Section 10.01 or 10.02, or any Issuer is required to pay any Indemnified Taxes or additional amounts to any Purchaser, or any Governmental Authority for the account of any Purchaser pursuant to Section 3.01, then at the request of such Issuer, such Purchaser shall use commercially reasonable efforts to designate a different lending office for purchasing its Notes hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Purchaser such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01, 10.01 and 10.02, as the case may be, in the future, and (ii) in each case, would not subject such Purchaser to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Purchaser. The Issuers hereby agree to pay all reasonable and documented out-of-pocket costs and expenses incurred by any Purchaser in connection with any such designation or assignment.. (b)

Appears in 1 contract

Samples: Note Purchase Agreement

Mitigation of Obligations; Replacement of Purchasers. (a) If any Purchaser requests compensation under Section 10.01 or 10.02, or any the Issuer is required to pay any Indemnified Taxes or additional amounts to any Purchaser, or any Governmental Authority for the account of any Purchaser pursuant to Section 3.01, then at the request of such the Issuer, such Purchaser shall use commercially reasonable efforts to designate a different lending office for purchasing its Notes hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Purchaser such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01, 10.01 and 10.02, as the case may be, in the future, and (ii) in each case, would not subject such Purchaser to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Purchaser. The Issuers Issuer hereby agree agrees to pay all reasonable and documented out-of-pocket costs and expenses (including all reasonable and documented out-of-pocket fees, charges and disbursements of counsel) incurred by any Purchaser in connection with any such designation or assignment.

Appears in 1 contract

Samples: Note Purchase Agreement (OptiNose, Inc.)

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Mitigation of Obligations; Replacement of Purchasers. (a) If any Purchaser requests compensation under Section 10.01 or 10.02, or any the Issuer is required to pay any Indemnified Taxes or additional amounts to any Purchaser, or any Governmental Authority for the account of any Purchaser pursuant to Section 3.01, then at the request of such the Issuer, such Purchaser shall use commercially reasonable efforts to designate a different lending office for purchasing its Notes hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Purchaser such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01, 10.01 and 10.02, as the case may be, in the future, and (ii) in each case, would not subject such Purchaser to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Purchaser. The Issuers Issuer hereby agree agrees to pay all reasonable and documented out-of-pocket costs and expenses (including all reasonable and documented out-of- pocket fees, charges and disbursements of counsel) incurred by any Purchaser in connection with any such designation or assignment.

Appears in 1 contract

Samples: Note Purchase Agreement (OptiNose, Inc.)

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