Reimbursement of Payments. Golden West shall defend and indemnify Director pursuant to this Agreement with respect to any Proceeding, whether or not Director is wholly or partially successful, on the merits or otherwise, as to any or all claims, issues or matters in such Proceeding, and whether or not such Proceeding is in whole or part terminated, dismissed, withdrawn or settled (with or without prejudice), subject to the following:
(a) Golden West shall not be liable for any Expenses related to any settlement or stipulated judgment by Director with respect to any Proceeding without its written consent, which shall not be unreasonably withheld.
(b) Director shall reimburse Golden West for any Expenses paid by Golden West pursuant to this Agreement with respect to any Proceeding, if the court in which such Proceeding was brought shall have rendered a final judgment that (i) the liability of Director in such Proceeding resulted from the Director gaining any profit, remuneration, or advantage to which he/she was not legally entitled, or from the Director's fraudulent, dishonest or criminal acts, or his/her intentional violation of law, and (ii) in view of all the circumstances of the Proceeding, Director is not fairly and reasonably entitled to indemnity for such Expenses. The termination of any Proceeding by judgement, order, settlement, conviction, or a plea of nolo contendere or its equivalent, shall not, of itself, constitute such a judgment.
Reimbursement of Payments. Upon receipt from the beneficiary of any Letter of Credit of any demand for payment or other drawing under such Letter of Credit and finding such drawing in substantial compliance with the Letter of Credit terms, the LC Bank shall notify the Borrower as to the amount to be paid as a result of such demand or drawing and the respective payment date. If there are at such time amounts on deposit in the Holding Account, the Borrower shall notify the Agent thereof, and the Agent shall withdraw an amount equal to the amount to be paid as a result of such demand or drawing or, if less, the amount on deposit in the Holding Account, on the payment date and pay such amount to the applicable LC Bank. Unless the applicable LC Bank is reimbursed in full from amounts on deposit in the Holding Account, the Borrower shall reimburse the LC Bank in an amount equal to the amount of such drawing by 1:00 P.M. (New York City time) on the day on which such drawing is paid in immediately available funds. If the LC Bank is not reimbursed for the amount of such drawing as provided in the preceding sentence, the LC Bank shall notify the Agent, and the Agent shall notify each other Lender, thereof by 1:30 P.M. (New York City time) on the date such drawing is paid. If at any time the LC Bank shall make a payment to a beneficiary of a Letter of Credit in respect of a drawing or in respect of an acceptance created in connection with a drawing under such Letter of Credit and such drawing has not been paid by the Borrower, each Lender will pay to the Agent, for the account of the LC Bank, immediately upon the LC Bank's demand at any time during the period commencing after such payment until reimbursement therefor in full by the Borrower, an amount equal to such Lender's Percentage multiplied by the amount of such payment, together with interest on such amount for each day from the date of the LC Bank's demand for such payment (or, if such demand is made after 3:00 P.M. (New York City time) on such date, from the next succeeding Business Day) to the date of payment by such Lender of such amount at a rate of interest per annum equal to the Federal Funds Rate for such period.
Reimbursement of Payments. 6.1. You will reimburse Us forthwith upon demand the amount of any Payments:
6.1.1. made by Us to You (including via any Club of which You are a Member or Your Network or principal firm) in error (and You shall promptly notify Us of the same); or
6.1.2. made by Us which relates to any application in respect of which You are materially in breach of these Terms, where the Application has been fraudulent or where completion of the transaction in question has been delayed or does not occur; or
6.1.3. where You have not obtained the Client’s consent to the payment pursuant to these Terms; or
6.1.4. where the terms as to Payments agreed with You provide for reimbursement of all or part of any Payment if the relevant loan is repaid within a period of time specified in writing in such terms.
6.2. Any sums due from or payable by You shall be recoverable by Us under any account with Us regardless of the type of business for which the account is held. Any sums due from You to Us may be deducted from any sums owed or which become owing by Us to You.
Reimbursement of Payments. In the event of an Adverse Alnylam Litigation Impact, if DICERNA fails to [***] DICERNA shall, upon BOEHRINGER’s request, reimburse BOEHRINGER the Milestone Payments made by BOEHRINGER to DICERNA in accordance with Article 4.4 of this Agreement (the “Reimbursement Payments”). Such Reimbursement Payments shall be made [***] after receipt of a Reimbursement Payment request issued by BOEHRINGER to DICERNA in writing.
Reimbursement of Payments. Upon receipt from the beneficiary of any Letter of Credit of any demand for payment or other drawing under such Letter of Credit, the LC Bank shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Bank as to the amount to be paid as a result of such demand or drawing and the payment date. If at any time the LC Bank shall make a payment to a beneficiary of a Letter of Credit in respect of a drawing under such Letter of Credit, each Bank will pay to the Administrative Agent, for the account of the LC Bank, immediately upon the LC Bank's demand at any time during the period commencing after such payment until reimbursement therefor in full by the Borrower, an amount equal to such Bank's Commitment Percentage multiplied by the amount of such payment, together with interest on such amount for each day from the date of the LC Bank's demand for such payment (or, if such demand is made after 3:00 P.M. (New York City time) on such date, from the next succeeding Domestic Business Day) to the date of payment by such Bank of such amount at a rate of interest per annum equal to the Federal Funds Rate for such period. The LC Bank shall reimburse each Bank for any such payments made for a draw honored under the Letter of Credit as a result of the LC Bank's willful misconduct or gross negligence in honoring a draw which does not conform to the terms of the Letter of Credit together with interest thereon at a rate of interest per annum equal to the Federal Funds Rate for each day from the date on which the Bank made payment to the LC Bank until the date the LC Bank repays such amount in full.
Reimbursement of Payments. In the event that on or after the Closing the Sellers (and/or any Seller’s Affiliates) receive any payment either (i) belonging to Purchaser or the Companies or (ii) inadvertently paid by Purchaser to any Seller, such Seller (and/or such Seller’s Affiliates) shall hold such payment in trust for Purchaser or the Companies, as applicable, and remit such payment to Purchaser or the Companies, as applicable, in the form received within five (5) Business Days of receipt of such payment. In the event that on or after the Closing the Companies or Purchaser (and/or any of Purchaser’s Affiliates) receive any payment (i) belonging to any Seller or (ii) inadvertently paid by any Seller to Purchaser or the Companies, the Purchaser, the Companies or such Purchaser Affiliate, as applicable, shall hold such payment in trust for such Seller and remit such payment to such Seller in the form received within five (5) Business Days of receipt of such payment. All payments under this Section 2.6 shall be without interest, except any amounts not paid when required by this Section 2.6 shall bear interest from the date due pursuant to this Section 2.6 to, and including, the date of payment, at the Interest Rate. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed.
Reimbursement of Payments. Celladon shall reimburse AskBio the following milestones which are payable to UNC under the UNC License Agreement (as defined below) for each Licensed Product (which is defined under the UNC License Agreement as each product or component part thereof whose manufacture or sale includes the Patent Rights and any method, process or procedure whose practice includes any use of the Patent Rights): Approval of IND $ [...***...] Completion of Phase II clinical trial $ [...***...] Approval of NDA (or equivalent) $ [...***...] First Commercial Sale $ [...***...]
Reimbursement of Payments. In the event that Seller (and/or any Seller's Affiliates) receive any payment either (i) belonging to Purchaser or the Companies or (ii) inadvertently paid by Purchaser to Seller, Seller (and/or any Seller's Affiliates) shall hold such payment in trust for Purchaser or the Companies, as applicable and remit such payment to Purchaser or the Companies, as applicable, in the form received within five (5) Business Days of receipt of such payment. In the event that after the Closing Date the Companies or Purchaser receive any payment (i) belonging to the Seller or Parent or (ii) inadvertently paid by Seller to Purchaser, the Purchaser or the Companies, as applicable, shall hold such payment in trust for the Seller or Parent, as applicable and remit such payment to Seller or Parent, as applicable, in the form received within five (5) Business Days of receipt of such payment.
Reimbursement of Payments. In the event that on or after the Closing the Holdcos or the Sellers (and/or any Seller’s Affiliates) receive any payment either (a) belonging to Purchaser or the Company Group or (b) inadvertently paid by Purchaser to the Holdcos or any Seller, the Holdcos or such Seller (and/or such Seller’s Affiliates) shall hold such payment in trust for Purchaser or the Company, as applicable, and remit such payment to Purchaser or the Company, as applicable, in the form received within five (5) Business Days of receipt of such payment. In the event that on or after the Closing any member of the Company Group or Purchaser (and/or any of Purchaser’s Affiliates) receive any payment (i) belonging to the Holdcos or any Seller or (ii) inadvertently paid by the Holdcos or any Seller to Purchaser or any member of the Company Group, Purchaser, such member of the Company Group or such Purchaser’s Affiliate, as applicable, shall hold such payment in trust for the Holdcos or such Seller and remit such payment to the Holdcos or such Seller in the form received within five (5) Business Days of receipt of such payment.
Reimbursement of Payments. Upon receipt from the beneficiary of any Letter of Credit of any demand for payment or other drawing under such Letter of Credit and finding such drawing in substantial compliance with the Letter of Credit terms, the LC Bank shall notify the Agent and the Agent shall promptly notify the Borrower and each other Bank as to the amount to be paid as a result of such demand or drawing and the respective payment date. If at any time the LC Bank shall make a payment to a beneficiary of a Letter of Credit in respect of a drawing or in respect of an acceptance created in connection with a drawing under such Letter of Credit, each Bank will pay to the Agent, for the account of the LC Bank, immediately upon the LC Bank's demand at any time during the period commencing after such payment until reimbursement therefor in full by the Borrower, an amount equal to such Bank's Syndicated Commitment Percentage multiplied by the amount of such payment, together with interest on such amount for each day from the date of the LC Bank's demand for such payment (or, if such demand is made after 3:00 P.M. (New York City time) on such date, from the next succeeding Domestic Business Day) to the date of payment by such Bank of such amount at a rate of interest per annum equal to the Federal Funds Rate for such period.
