Reimbursement by Purchasers. To the extent that the Note Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Authorized Representative (or any sub-agent thereof, including the Collateral Agent) or any Related Party thereof, each Purchaser severally agrees to pay to the Authorized Representative (or any such sub-agent, including the Collateral 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 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 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 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 Authorized Representative (or any such sub-agent, including the Collateral Agent), or against any Related Party thereof acting for the Authorized Representative (or any such sub-agent, including the Collateral Agent) in connection with such capacity. The obligations of the Purchasers under this subsection (d) are subject to the provisions of Section 2.12(b).
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Samples: Note Purchase Agreement (Terran Orbital Corp), Note Purchase Agreement (Terran Orbital Corp)
Reimbursement by Purchasers. To the extent that the Note Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Authorized Representative Collateral Agent (or any sub-agent thereof, including the Collateral Agent) or any Related Party thereof, each Purchaser severally agrees to pay to the Authorized Representative Collateral Agent (or any such sub-agent, including the Collateral 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 outstanding principal amount of the Convertible 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 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 outstanding principal amount of the Convertible 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 Authorized Representative Collateral Agent (or any such sub-agent, including the Collateral Agent), or against any Related Party thereof acting for the Authorized Representative Collateral Agent (or any such sub-agent, including the Collateral Agent) in connection with such capacity. The obligations of the Purchasers under this subsection (d) are subject to the provisions of Section 2.12(b).
Appears in 2 contracts
Samples: Convertible Note and Warrant Purchase Agreement (Terran Orbital Corp), Convertible Note and Warrant Purchase Agreement (Terran Orbital Corp)
Reimbursement by Purchasers. To the extent that the Note Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Authorized Representative Agent (or any sub-agent thereof, including the Collateral Agent) or any Related Party thereof, each Purchaser severally agrees to pay to the Authorized Representative Agent (or any such sub-agent, including the Collateral 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 outstanding principal amount of the Notes at such time) of US-DOCS\136735424.9153072643.5 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 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 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 Authorized Representative Agent (or any such sub-agent, including the Collateral Agentagent thereof), or against any Related Party thereof acting for the Authorized Representative Agent (or any such sub-agent, including the Collateral Agentagent thereof) in connection with such capacity. The obligations of the Purchasers under this subsection (d) are subject to the provisions of Section 2.12(b).
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