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:
(i) the date of demand by the Bank; and
(ii) the latest date the Bank is obliged to make payment under the relevant Guarantee following a demand by the Bank Purchasing Agent on behalf of the beneficiaries under such Guarantee, pay to the Bank an amount equal to the amount of any Claim.
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. The Company agrees to reimburse the Facing Bank as follows for Drawings under a Letter of Credit honored by the Facing Bank:
(i) The Company agrees to pay to the Agent, for the account of the Facing Bank, no later than 3:00 p.m. (San Francisco time) on the first Business Day following the date on which the Facing Bank notifies the Company of a Drawing in an amount equal to the amount of each such Drawin; or
(ii) if (A) the Company has not reimbursed the Facing Bank pursuant to subsection (i) above and (B) the applicable conditions set forth in Article 6. have been fulfilled and (C) the Aggregate Available Revolving Commitments in effect at such time exceed the amount of the Drawing to be reimbursed, the Company agrees to cause the Facing Bank to be reimbursed with the proceeds of a Revolving Credit Loan.
Reimbursement by the Company. (a) The Company and the Owner hereby jointly and severally agree to reimburse the Priority Working Capital L/C Issuer on each date on which the Priority Working Capital 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 Working Capital L/C and paid by the Priority Working Capital 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 Working Capital L/C Issuer as provided in Section 2.10(b) of this Agreement in lawful money of the United States and in immediately available funds.
(b) Interest shall be payable on Priority Working Capital L/C Reimbursement Obligations and any and all other amounts remaining unpaid by the Company or the Owner under this Section from the date such amounts become payable until payment in full at the Priority Overdue Rate with respect to Priority Loans. (c) Each drawing under a Priority Working Capital L/C shall constitute a request by the Company or the Owner (as provided in Section 8 of this Agreement) for a borrowing pursuant to Section 2.2 of this Agreement of Priority Working Capital Loans in the amount of such drawing. The Priority Working Capital Borrowing Date with respect to such borrowing shall be the date of payment by the Priority Working Capital L/C Issuer of such drawing. If the conditions to such borrowing are met or waived in accordance with Section 4.3 of this Agreement, the proceeds of such borrowing shall be applied to finance the Priority Working Capital L/C Reimbursement Obligation as and when the same arises. 3.6
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. If any Purchaser or any of its Affiliates or any officer, director, partner, controlling Person, employee or agent of a Purchaser or any of its Affiliates (a “Related Person”) becomes involved in any capacity in any Proceeding brought by or against any Person in connection with or as a result of the transactions contemplated by the Transaction Documents, the Company will indemnify and hold harmless such Purchaser or Related Person for its reasonable legal and other expenses (including the costs of any investigation, preparation and travel) and for any Losses incurred in connection therewith, as such expenses or Losses are incurred, excluding only Losses that result directly from such Purchaser’s or Related Person’s gross negligence, willful misconduct or material breach of any representation or warranty made by such Purchaser in this Agreement. In addition, the Company shall indemnify and hold harmless each Purchaser and Related Person from and against any and all 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. The conduct of any Proceedings for which indemnification is available under this paragraph shall be governed by Section 6.4(c) below. The indemnification obligations of the Company under this paragraph 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 Related Persons. If the Company breaches its obligations under any Transaction Document, then, in addition to any other liabilities the Company may have under any Transaction Document or applicable law, the Company shall pay or reimburse the Purchasers on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). Without limiting the generality of the foregoing, the Company specifically agrees to reimburse the Purchasers on demand for all costs of enforcing the indemnification obligations in this paragraph.
Reimbursement by the Company. Holdings will (or will cause the Company) to reimburse the Servicer for such expense as the Servicer may incur on behalf of Holdings and the Company, other than the Covered Expenses. The Servicer may rely upon, in its discretion, the advice of legal counsel to Holdings or the Company in connection with the performance of its activities on behalf of Holdings and the Company hereunder, and Holdings and the Company shall bear full responsibility therefor and for the expense of any fees and disbursements arising therefrom; provided, however, that the provisions of Section 9 shall govern any claim for exculpation or indemnification made by the Servicer.
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 an Indemnified Party pays an amount in relation to a Relevant Loss where it is entitled to contribution from the Company under this clause 13, the Company agrees to promptly reimburse the Indemnified Party for that amount. Xxxxxxx + Xxxxx page | 51