Reimbursement by the Company. In connection with each Registration, the Company shall reimburse the Holders covered by such Registration for the reasonable fees and disbursements of one counsel chosen by the Holders of a majority of the Registrable Securities covered by such Registration.
Reimbursement by the Company. The Company shall on the later of:
Reimbursement by the Company. The Company agrees to reimburse the Facing Bank as follows for Drawings under a Letter of Credit honored by the Facing Bank:
Reimbursement by the Company. The Company agrees to reimburse the Issuing Bank in immediately available funds for any payment made by the Issuing Bank under any Letter of Credit issued for the account of the Company, all as may be further set forth in the Letter of Credit Documents. In the event of any conflict between this Agreement and the Letter of Credit Documents, the Letter of Credit Documents shall prevail.
Reimbursement by the Company. In addition to its other obligations under Section 7(a) hereof, the Company and each Selling Stockholder, severally and not jointly, agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of or based upon (i) any statement or omission or any alleged statement or omission, (ii) any act or failure to act or any alleged act or failure to act of the Company (in the case of the Company) or such Selling Stockholder (in the case of such Selling Stockholder) or (iii) any breach or inaccuracy in the representations and warranties of the Company (in the case of the Company) or such Selling Stockholder (in the case of such Selling Stockholder), they will reimburse each Underwriter on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligation of the Company or the Selling Stockholders, as the case may be, to reimburse each Underwriter for such expenses and the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Underwriter shall promptly return it to the Company or the Selling Stockholders as applicable, together with interest, compounded daily, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by Bank of America, San Francisco, California (the "Prime Rate"). Any such interim reimbursement payments which are not made to an Underwriter within thirty (30) days of a request for reimbursement shall bear interest at the Prime Rate from, in the case of the Company, the due date for such reimbursement and, in the case of the Selling Stockholders, one hundred twenty (120) days after the due date for such reimbursement.
Reimbursement by the Company. The Company hereby acknowledges and agrees that it is obligated to reimburse and indemnify each of the Guarantors for any and all costs, expenses or other liabilities incurred and paid by HPC pursuant to the Guaranty or Indemnification Agreement or GFI pursuant to the Contribution Agreement, as the case may be (the "Obligation"). The Company shall promptly and upon demand reimburse and indemnify either Guarantor for any cost, expense or other liability (including, without limitation, attorneys' fees) incurred and paid by such Guarantor under the terms of the Guaranty, the Indemnification Agreement or the Contribution Agreement, as the case may be, plus interest thereon at a rate per annum equal to the lesser of (i) the "prime rate" announced weekly in the WALL STREET JOURNAL plus 3.0%, or (ii) the maximum lawful rate, from the date such Guarantor paid such costs, expense or other liability until such amount is repaid to the Guarantor hereunder.
Reimbursement by the Company. If this agreement is terminated by the Representatives pursuant to Section 5 (other than solely as a result of Section 5(e), (h), (i) or (j)), or if the sale to the Underwriters of the Common Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimbursethe Representatives and the other Underwriters (or such underwriters as have terminated this agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representatives and the Underwriters in connection with the proposed purchase and the offering and sale of the Common Shares, including but not limited to fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.
Reimbursement by the Company. Subject to and in accordance with the terms and provisions of this Article 5 and such reasonable allocation and other procedures as may be agreed upon with Vantage from time to time, the Company hereby agrees to reimburse Vantage for all direct and indirect costs and expenses incurred by Vantage and its employees, contractors, subcontractors, subsidiaries or affiliates (other than Company Group) (collectively, the “Vantage Group”) in connection with the provision of the Services to the Company Group, including the following:
Reimbursement by the Company. If (i) the Investor, other than by reason of its gross negligence, willful misconduct, misrepresentation or violation of law, rule or regulation (an "Investor Factor"), becomes involved in any capacity in any action, proceeding or investigation brought by any stockholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by this Agreement, or if the Investor is impleaded in any such action, proceeding or investigation by any Person, or (ii) the Investor, other than by reason of any Investor Factor, or by reason of its trading of the Parent Common Stock in a manner that is illegal under the federal securities laws, becomes involved in any capacity in any action, proceeding or investigation brought by the Securities and Exchange Commission against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by this Agreement, or if the Investor is impleaded in any such action, proceeding or investigation by any Person, then in any such case, the Company will reimburse the Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which the Investor is a named party, the Company will reimburse the Investor for reasonable internal and overhead costs for the time of any officers or employees of the Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have (other than matters specifically addressed in the Registration Rights Agreement, which shall be governed solely by that agreement), shall extend upon the same terms and conditions to any Affiliates of the Investor who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling Persons (if any), as the case may be, of the Investor and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and Personal representatives of the Company, the Investor, any such Affiliate and any such Person. Th...
Reimbursement by the Company. (a) The Company and the Owner hereby jointly and severally agree to reimburse the Priority L/C Issuer on each date on which the Priority L/C Issuer notifies the Company or, if the Owner is the account party, the Owner of the date and amount of a draft presented under any Priority L/C and paid by the Priority L/C Issuer for the amount of such draft so paid. Each such payment shall be made without set-off or counterclaim to the Priority Agent for the account of the Priority L/C Issuer as provided in Section 2.9(b) of this Agreement in lawful money of the United States and in immediately available funds.
