Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC Issuer on the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing under any Facility LC issued by it, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Bank shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company or such Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) such LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by the applicable LC Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 1.00% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Payment Date. The applicable LC Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by such LC Issuer from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such LC Issuer, but only to the extent such Bank has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 3.5. Subject to the terms and conditions of this Agreement (including the submission of a Borrowing Notice in compliance with Section 2.8 and the satisfaction of the applicable conditions precedent set forth in Article XI), the Company may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation.
Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse each Issuer on or before the applicable Letter of Credit Payment Date for any amount to be paid by such Issuer upon any drawing under any Letter of Credit, without presentment, demand, protest or other formalities of any kind; provided that the Company shall not be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of such Issuer in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (ii) such Issuer’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. All such amounts paid by the applicable Issuer and remaining unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the rate applicable to Floating Rate Advances. Each Issuer will pay to each Bank ratably in accordance with its Pro Rata Share all amounts received by it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Letter of Credit issued by such Issuer, but only to the extent such Bank made payment to such Issuer in respect of such Letter of Credit pursuant to Section 2.16(e).
Reimbursement by Company. (a) The Company shall reimburse the Bank upon the Bank's demand for any loss incurred or to be incurred by it in the reemployment of the funds released by any prepayment or conversion of any Match Rate Loan required or permitted by this Agreement, if such Loan is prepaid or converted (whether voluntarily or by acceleration) other than on the last day of the Interest Period for such Loan, or if the Company fails to borrow the Match Rate Loan (or is not able to borrow because of an Event of Default or for any other reason hereunder) after having given the irrevocable notice provided by Sections 2A.2 and 2A.6 of this Agreement. Such loss shall be the product of (i) the difference as determined by the Bank between (x) the rate of interest applicable to such Match Rate Loan being prepaid or converted for the remainder of the Interest Period and (y) the rate of interest payable on United States Treasury obligations in an amount and with a maturity similar to such Loan or Loans times (ii) the aggregate amount of principal so prepaid or converted times (iii) the number of days remaining in the applicable Interest Period divided by 360 days.
(b) The Company shall reimburse the Bank upon the Bank's demand for any loss, cost or expense incurred or to be incurred by it (in the Bank's determination) as a result of any prepayment or conversion (whether voluntarily or by acceleration) of any Eurodollar Loan other than on the last day of the Interest Period for such Loan, or if the Company fails to borrow the Eurodollar Loan (or is not able to borrow because of an Event of Default or for any other reason hereunder) after having given the irrevocable notice provided by Sections 2A.2 or 2A.6 of this Agreement. Such reimbursement shall include, but not be limited to, any loss, cost or expense incurred by the Bank in obtaining, liquidating or redeploying any funds used or to be used in making or maintaining the Eurodollar Loan.
Reimbursement by Company. If any Purchaser or any Affiliate, officer, director, partner, controlling person, employee or agent of a Purchaser (a "Purchaser Related Person") becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person in connection with or as a result of the transactions contemplated by the Transaction Documents, the Company will reimburse such Purchaser or Purchaser Related Person for its reasonable legal and other expenses (including the costs of any investigation, preparation and travel) incurred in connection therewith, as such expenses are incurred, except to the extent that any such action, proceeding or investigation is due primarily on account of any Purchaser's or Purchaser Related Person's gross negligence or willful misconduct. In addition, the Company shall indemnify and hold harmless each Purchaser and Purchaser Related Person from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable legal costs and reasonable costs of investigation, preparation and travel) (collectively, "Losses"), as incurred, arising out of or relating to any breach by the Company of any of the representations, warranties or covenants made by the Company in this Agreement or any other Transaction Document, or any allegation by a third party that, if true, would constitute such a breach, excluding only Losses that result from such Purchaser's or Purchaser Related Person's gross negligence or willful misconduct. The reimbursement and indemnification obligations of the Company under this paragraph shall survive any termination of this Agreement until the 180th day following the day on which no Shares are outstanding, no amount is due on the Notes and the Purchasers do not own any Underlying Shares (the "End Indemnity Day"), and shall be in addition to any liability that the Company may otherwise have, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Purchasers and any such Purchaser Related Persons. The Company also agrees that neither the Purchasers nor any Purchaser Related Persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the transactions contemplated by the Transaction Documents, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Company result from the gross negligenc...
Reimbursement by Company. The parties agree that any ------------------------ reasonable out-of-pocket costs incurred by The Limited or any of its Affiliates attributable to construction of the Buffalo Store that could have been financed by a third party construction loan (i.e., such costs are of a nature which are customarily financed by a third party construction lender) had such a loan been in place at the time the relevant costs were incurred ("Construction Costs") shall be reimbursed by the Company (together with the interest referred to in the immediately following sentence) on the earlier of(a) the execution of documentation for Third Party Construction Financing, which shall be on terms mutually acceptable to the FS Stockholder and The Limited, and(b) October 31, 1999. The Limited's estimate of such costs incurred as of August 24, 1999 was $594,000 with which the Company and the FS Stockholder agree. The Construction Costs shall bear interest at the Reference Rate from the Commencement Date to the date of the reimbursement. All other reasonable out-of-pocket costs incurred by the store planning division of The Limited attributable to the construction of the Buffalo Store shall be included in the calculation of "Adjusted Net Assets" pursuant to the Transaction Agreement notwithstanding any other provision or understanding under the Transaction Agreement. It is understood and agreed that after October 31, 1999, none of The Limited and its Affiliates will pay for any Construction Costs related to the Buffalo Store.
Reimbursement by Company. The Company hereby agrees to pay to the Funding Bank not later than 1:00 p.m., New York City time, on or prior to the fifth Business Day following the Business Day on which the Funding Bank shall pay any amount under a Letter of Credit pursuant to any draft, but only after so paid by the Funding Bank, (i) a sum equal to such amount so paid by the Funding Bank plus (ii) if the Company does not pay the Funding Bank such sum in full by 1:00 p.m., New York City time, on the same Business Day on which the Funding Bank shall have made such payment, interest on any amount remaining unpaid by the Company to the Funding Bank under clause (i) above, from the date on which the Funding Bank shall have paid such amount under such Letter of Credit until payment in full, at an interest rate per annum equal to the Alternate Base Rate in effect from time to time.
Reimbursement by Company. The Company shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any amounts to be paid by the LC Issuer upon any drawing under any Facility LC, without presentment, demand, protest or other formalities of any kind; provided that neither the Company nor any Lender shall hereby be
Reimbursement by Company. If an Indemnified Party pays an amount in relation to a Loss where it is entitled to contribution from the Company under this clause 12 the Company agrees to promptly reimburse the Indemnified Party for that amount.
Reimbursement by Company. In the event that Company fails or refuses to consummate the transactions contemplated by this Agreement in violation of this Agreement, or this Agreement is terminated by Parent pursuant to Section 8.1(d), then, in addition to any other rights or remedies which may be available to the Parent in law or in equity, the Company shall reimburse Parent within five (5) business days after written request its reasonable and documented out-of-pocket costs (including legal and accounting fees and costs, and travel expenses) incurred by Parent connection with this Agreement, not to exceed an aggregate of One Million U.S. Dollars ($1,000,000).
Reimbursement by Company. The Company hereby agrees to reimburse and pay to the Bank, on the date each payment or disbursement is made by the Bank under the Letter of Credit honoring any demand for payment made by the Trustee thereunder (including amounts in respect of the reinstatement of the Interest Component (as defined in the Letter or Credit) at the election of the Bank notwithstanding any failure of the Company to reimburse the Bank for any previous drawing to pay interest on the Bonds), an amount equal to such payment or disbursement. Any amount not so paid on such date shall bear interest, payable on demand, in accordance with Section 2.5(c)(ii).
