Reimbursement and Indemnity. (a) If the Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse to the Bank the amount of such LC Disbursement on the Business Day following the date of such LC Disbursement, subject to Section 2.04(b).
(b) Unless the Company shall reimburse any LC Disbursement in full on the date on which such LC Disbursement is made, the unpaid principal amount of such LC Disbursement shall convert automatically into an LC Loan and shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Company repays such LC Loan in full, in accordance with Section 2.01; provided, however, that any LC Loan shall initially be a Base Rate Loan, and, immediately after the making of such Loan, shall be subject to conversion pursuant to Section 2.01(c).
(c) The reimbursement obligation of the Company shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein; (ii) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by the Bank under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.04, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of the Company hereunder; (v) the fact that a Default shall have occurred and be continuing; or (vi) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of the Company. None of the Bank or any of its Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or ot...
Reimbursement and Indemnity. Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitments hereunder) of any expenses incurred for the benefit of the Lenders by the Agents, including counsel fees (including the allocated costs of in-house legal counsel) and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Borrower and (b) to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them in any way relating to or arising out of this Agreement or any other Credit Document or any action taken or omitted by it or any of them under this Agreement or any other Credit Document, to the extent the same shall not have been reimbursed by the Borrower or any other Credit Party, provided that no Lender shall be liable to an Agent or any such other indemnified person for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Agent or any of its directors, officers, employees or agents. Each Revolving Credit Lender agrees to reimburse each the Issuing Bank and its directors, employees and agents, in each case, to the same extent and subject to the same limitations as provided above for the Agents.
Reimbursement and Indemnity. If either party has the right under this Contract to be reimbursed or indemnified by another party for a cost incurred in connection with this Contract, that reimbursement or indemnity excludes any GST components of that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credits (if any).
Reimbursement and Indemnity. (a) IP OpCo shall be liable to reimburse the Secretary of State for any payment made by or on behalf of the Secretary of State under this Agreement, which liability shall arise on the day on which the Secretary of State makes a payment under this Agreement. Such reimbursement shall be made in accordance with the Security Trust and Intercreditor Deed.
(b) IP OpCo hereby indemnifies the Secretary of State for any loss or liability arising out of or in connection with any payment of Senior Debt Compensation and/or Equity Compensation made by or on behalf of the Secretary of State under this Agreement. Such obligation shall be discharged in accordance with the Security Trust and Intercreditor Deed.
(c) Interest shall accrue on any and all amounts which remain outstanding from IP OpCo to the Secretary of State (to the extent permitted by law, if in respect of any unreimbursed amounts representing interest) from the date the amounts became due hereunder until the date on which the amounts are paid in full, at a rate of interest equal to two (2) per cent above the London Interbank Offered Rate.
Reimbursement and Indemnity. 28.1. The Client will reimburse the Firm, and keep it indemnified on demand, in respect of all liabilities, losses or costs of any kind or nature whatsoever that may be incurred by the Firm as a direct or indirect result of:
28.2. To the extent the Client uses or used the Trading Platform for a commercial purpose and entered Orders for the account of its customers, the Client shall on demand reimburse, protect and hold the Firm harmless from and against all losses, liabilities, judgements, suits, actions, proceedings, claims, damages and costs resulting from or arising out of claims raised by the Client's customers. This Clause 28.2 shall not be affected by the termination of these Terms.
28.3. A number of the Firm's platforms are designed with safeguards to prevent the Client from incurring a negative balance when trading under normal Market conditions. Still, those safeguards may fail making it possible to incur a negative balance while trading. If the Client incurs a negative balance through trading activity on its Account and wish the Firm to forgo such negative balance, the Client should inform the Firm's trade audit team, and the Firm will evaluate the inquiry and report back to the Client with its outcome, which is based on its sole and absolute discretion. The provisions of this Clause 28.3 shall not apply and any amounts due to the Firm as a result of the foregoing, the Client must forthwith pay such amounts to the Firm whether demanded or not:
Reimbursement and Indemnity. If a Member shall, pursuant to authorization of or approval by the Members Committee or a final judgment of a court of competent jurisdiction or in compliance with law or order of any governmental agency, pay any amount on behalf of or for the account of the Company with respect to any liability, obligation, undertaking, damage, or claim for which the Company shall or may, pursuant to contract or applicable law, be liable or responsible, or with respect to making good any loss or damage sustained by, or paying any duty, cost, claim, or damage incurred by, the Company, then the Company shall reimburse such Member for such amount as shall have been so paid by such Member. If the Company shall fail fully to reimburse such paying Member, the other Member shall indemnify such paying Member by paying to it that share of the excess of (a) such payments over (b) the aggregate reimbursement, if any, which such paying Member shall have received from the Company in respect of such payments, as shall be proportionate to the other Member's Percentage Interest. Subject to the provisions set forth in Section 7.2 hereof and the Form of Credit Agreements between the Company and a Member, this Section 13.2 shall have no application to any liability incurred by the Company to a Member pursuant to any contract between the Company and such Member.
Reimbursement and Indemnity. If a payment to a party under this agreement is a payment by way of reimbursement or indemnity and is calculated by reference to the GST inclusive amount of a loss, cost or expense incurred by that party, then the payment is to be reduced by the amount of any input tax credit to which that party is entitled in respect of that loss, cost or expense before any adjustment is made for GST pursuant to this clause .
Reimbursement and Indemnity. Upon written demand by the Corporation, Schaden shall indemnify, hold harmless and pay the Corporation in full for any amounts that the Corporation paid to Tucker under the Guxxxxxx, and Schaden shall indemnify, hold harmless and pay the Corporation all other losses, claims, damages, fees, expenses and costs, including attorney's fees, asserted against or paid by the Corporation under the Guaranty.
Reimbursement and Indemnity. (a) DRD(Offshore) is entitled to charge Emperor for all reasonable costs and expenses (including a fee charged for management time at a reasonable hourly rate for its employees) incurred by it in complying with this clause which amounts will be payable within 5 Business Days of receipt by Emperor of a written invoice.
(b) Emperor indemnifies and holds DRD(Offshore) and DRDGold harmless against all losses, claims, costs, demands, liabilities and expenses (including legal costs) which may be suffered, sustained or incurred by DRD(Offshore) or DRDGold as a result of any act or omission of Emperor performed by reason of clause 13.2(a).
Reimbursement and Indemnity. (a) Emperor is entitled to charge DRD(Offshore) for all reasonable costs and expenses (including a fee charged for management time at a reasonable hourly rate for its employees) incurred by it in complying with this clause which amounts will be payable within 5 Business Days of receipt by DRD(Offshore) of a written invoice.
(b) DRD(Offshore) indemnifies and holds Emperor harmless against all losses, claims, costs, demands, liabilities and expenses (including legal costs) which may be suffered, sustained or incurred by Emperor as a result of any act or omission of DRD(Offshore) performed by reason of clause 11.2. 22892-1 Page 21 of 49
