Common use of Reimbursement by Purchasers Clause in Contracts

Reimbursement by Purchasers. To the extent that the Credit Parties for any reason fail to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Purchaser severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Purchaser’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Purchaser’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Purchaser), such payment to be made severally among them based on such Purchasers’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Purchasers under this clause (c) are subject to the provisions of Section 2.10(b).

Appears in 4 contracts

Samples: Note Purchase Agreement (RVL Pharmaceuticals PLC), Note Purchase Agreement (Revance Therapeutics, Inc.), Note Purchase Agreement (Puma Biotechnology, Inc.)

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Reimbursement by Purchasers. To the extent that the Credit Note Parties for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Purchaser severally agrees to pay to the Administrative Agent (or any such sub-agentagent thereof) or such Related Party, as the case may be, such Purchaser’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Purchaser’s share of the Total Credit Exposure outstanding principal amount of the Notes at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Purchaser), such payment to be made severally among them based on such Purchasers’ Applicable Percentages Purchaser’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Purchaser’s share of the outstanding principal amount of the Notes at such time); , provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agentagent thereof), or against any Related Party thereof acting for the Administrative Agent (or any such sub-agentagent thereof) in connection with such capacity. The obligations of the Purchasers under this clause subsection (cd) are subject to the provisions of Section 2.10(b2.12(b).

Appears in 2 contracts

Samples: Note Purchase Agreement (Terran Orbital Corp), Note Purchase Agreement (Tailwind Two Acquisition Corp.)

Reimbursement by Purchasers. To the extent that the Credit Parties for any reason fail to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Purchaser severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Purchaser’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Purchaser’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Purchaser), such payment to be made severally among them based on such Purchasers’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Purchasers under this clause (c) are subject to the provisions of Section 2.10(b).. (d)

Appears in 1 contract

Samples: Note Purchase Agreement (Revance Therapeutics, Inc.)

Reimbursement by Purchasers. To the extent that the Credit Note Parties for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Purchaser severally agrees to pay to the Administrative Agent (or any such sub-agentagent thereof) or such Related Party, as the case may be, such Purchaser’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Purchaser’s share of the Total Credit Exposure outstanding principal amount of the Notes at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Purchaser), such payment to be made severally among them based on such Purchasers’ Applicable Percentages Purchaser’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Purchaser’s share of the outstanding principal amount of the Notes at such time); , provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agentagent thereof), or against any Related Party thereof acting for the Administrative Agent (or any such sub-agentagent thereof) in connection with such capacity. The obligations of the Purchasers under this clause subsection (cd) are subject to the provisions of Section 2.10(b2.12(b).. (e)

Appears in 1 contract

Samples: Note Purchase Agreement (Tailwind Two Acquisition Corp.)

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Reimbursement by Purchasers. To the extent that the Credit Note Parties for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by them ​ ​ ​ to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Purchaser severally agrees to pay to the Administrative Agent (or any such sub-agentagent thereof) or such Related Party, as the case may be, such Purchaser’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Purchaser’s share of the Total Credit Exposure outstanding principal amount of the Notes at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Purchaser), such payment to be made severally among them based on such Purchasers’ Applicable Percentages Purchaser’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Purchaser’s share of the outstanding principal amount of the Notes at such time); , provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agentagent thereof), or against any Related Party thereof acting for the Administrative Agent (or any such sub-agentagent thereof) in connection with such capacity. The obligations of the Purchasers under this clause subsection (cd) are subject to the provisions of Section 2.10(b2.12(b).

Appears in 1 contract

Samples: Note Purchase Agreement (Tailwind Two Acquisition Corp.)

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