Contribution and Reimbursement Sample Clauses

Contribution and Reimbursement. (a) If, at any time, any Contributor gives notice (a "Contribution Notice") to the other Contributors of a Payment (which notice shall include either (x) a written notice or invoice from the Company requesting a Payment or (y) a certificate from the Contributor who has made all or any portion of a Payment stating that it has made such Payment), then each Contributor (i) shall be responsible for, and shall pay, such Contributor's Pro Rata Portion of such Payment to the Company, and (ii) shall, without duplication, reimburse the other Contributors (as required based on the amount of such Payment made by each such other Contributor), in each case, in an amount equal to such Contributor's Pro Rata Portion of such Payment. For the avoidance of doubt, the intent of this Section 1 is to apportion the cumulative, aggregate amounts required to be paid by, and actually paid by, any Contributor and all of the Contributors (directly or indirectly) as or in respect of Payments on a several basis among all Contributors in accordance with their respective Pro Rata Portions. Without limiting the provisions of the preceding paragraph, the other provisions of this Agreement or the rights and remedies of any Contributor with respect thereto, if any Contributor fails to pay or reimburse all or any portion of such Contributor's Pro Rata Portion of any Payment (any such amount, a "Shortfall"), and such failure continues for a period of ten (10) Business Days after the due date for such payment or reimbursement, each non-defaulting Contributor, in addition to its respective obligations set forth above, (A) shall be responsible for, and shall pay to the Company or, as the case may be, such other person or entity referred to in the first sentence of this Section 1(a), its proportional share of the Shortfall based its Pro Rata Portion, but excluding the Pro Rata Portion of the defaulting Contributor (the "Adjusted Pro Rata Portion"), and (B) shall, without duplication, reimburse any non-defaulting Contributor (as required based on the amount of the respective payments made by such non-defaulting Contributors with respect to such Shortfall), in each case, in an amount equal to the non-defaulting Contributor's Adjusted Pro Rata Portion of such Shortfall; provided, however, that nothing contained in this sentence shall relieve or release a defaulting Contributor from any of its obligations and liabilities under this Agreement, including, without limitation, the obligation to reimburse...
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Contribution and Reimbursement. (a) Whether or not the indemnification provided in Section 1 hereof is available, in respect of any actual, threatened, pending or completed Covered Claim in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay the entire amount of any Expenses and Other Liabilities of such Covered Claim without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.
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Contribution and Reimbursement. In the event that MethylGene does not obtain acceptance of the Phase II protocol in respect of the MG98 Product from the FDA or other Regulatory Authority in the Territory on or before October 1, 2000, MethylGene will contribute U.S. $1 million to the Research Program. Upon MethylGene obtaining such FDA or other Regulatory Authority approval after October 1, 2000, MGI shall reimburse MethylGene the amount of U.S. $1 million as compensation for past research and development work for the MG98 Product.
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Contribution and Reimbursement. (a) To the extent that any Guarantor (a “Paying Guarantor”) makes a payment under its Guaranty and is not reimbursed in full by Borrower (such unreimbursed amount, a “Payment”), then Paying Guarantor shall be entitled to reimbursement from each other Guarantor (a “Reimbursing Guarantor”). Each Reimbursing Guarantor will have an unconditional obligation to pay to the Paying Guarantor an amount (if any) (the “Required Contribution Amount”) so that, after payment of the Required Contribution Amount by each Reimbursing Guarantor, all obligations and liabilities under the Guaranties will have been borne by Guarantors in the following percentages (taking into account any and all prior Payments and Required Contribution Amounts and with the exceptions provided in Section 4 of this Agreement entitled “Non-Reimbursable Amounts”): [Physician 1] percent; [Physician 2] percent; [Physician 3] percent; [Physician 4] percent; [Physician 5] percent; [Physician 6] percent; [Physician 7] percent; [Physician 8] percent; [Physician 9] percent; and [Physician 10] percent. As to each Guarantor, the percentage specified for such Guarantor above is referred to as such Guarantor’s “Contributive Share.”
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Contribution and Reimbursement. (a) If, at any time, any Contributor gives notice (a "Contribution Notice") to the other Contributor of a Payment (which notice shall include either (x) a written notice or invoice from the Company requesting a Payment or (y) a certificate from the Contributor who has made all or any portion of a Payment stating that it has made such Payment), then the other Contributor (i) shall be responsible for, and shall pay, such Contributor's Pro Rata Portion of such Payment to the Company, and (ii) shall, without duplication, reimburse the other Contributor (as required based on the amount of such Payment made by each such other Contributor), in each case, in an amount equal to such Contributor's Pro Rata Portion of such Payment. For the avoidance of doubt, the intent of this Section 1 is to apportion the cumulative, aggregate amounts required to be paid by, and actually paid by, any Contributor and the other Contributor (directly or indirectly) as or in respect of Payments on a several basis between the Contributors in accordance with their respective Pro Rata Portions.
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Contribution and Reimbursement. Each Borrower, in consideration of the benefits it has received and expects to continue to receive from the EIA and Loan as structured, including the Substitution, and in order to induce the other Borrowers to accept the Substitution and execute and deliver the First Amendment to EIA, the Note Amendments and the Lien Instrument Amendments (the "Amendments"), continues to agree, for the benefit of each of the other Borrowers and their respective creditors, that it shall contribute to, reimburse and indemnify and hold harmless each other Borrower for any claim, loss, liability, damage or expense suffered or paid by such Borrower (a) (including payments of the Loan and the loss of such Borrower's respective Property as a result of the exercise of Lender's remedies under the Loan Documents) if, as a result of the cross-default or cross-collateralization provisions of the Loan Documents, such Borrower suffers a loss or liability in excess of the amount of the Loan allocated to it in respect of its individual Note (together with accrued interest and other charges and costs fairly allocated to such Borrower under the terms of the Loan Documents), to the extent of such excess loss or liability, and (b) as a result of such Borrower's failure to pay in full or perform such Borrower's obligations under the EIA as to Property owned by such Borrower.
Sample 1

Related to Contribution and Reimbursement

  • Compensation and Reimbursement The Company agrees:

  • Indemnification and Reimbursement a. (i) The Company agrees to indemnify and hold harmless the Purchaser and its officers, directors, employees, and agents, and each Purchaser Control Person from and against any losses, claims, damages, liabilities or expenses incurred (collectively, "Damages"), joint or several, and any action in respect thereof to which the Purchaser, its partners, Affiliates, officers, directors, employees, and duly authorized agents, and any such Purchaser Control Person becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of Company contained in this Agreement, as such Damages are incurred, except to the extent such Damages result primarily from Purchaser's failure to perform any covenant or agreement contained in this Agreement or the Purchaser's or its officer's, director's, employee's, agent's or Purchaser Control Person's negligence, recklessness or bad faith in performing its obligations under this Agreement.

  • Subrogation and Contribution Upon making any payment with respect to any obligation of the Company under this Article, the Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation, provided that the Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes remains unpaid.

  • Expense Payments and Reimbursements The Bank will reimburse Executive for all reasonable out-of-pocket business expenses incurred in connection with his services under this Agreement upon substantiation of such expenses in accordance with applicable policies of the Bank.

  • Compensation and Expense Reimbursement A. Client will pay the Company, as compensation for the services provided for in this Agreement and as reimbursement for expenses incurred by Company on Client's behalf, in the manner set forth in Schedule A annexed to this Agreement which Schedule is incorporated herein by reference.

  • Expenses and Reimbursement The Legal Services expenses (the "Legal Services Expenses") for which Van Kampen may be reimbursed are salary and salary related xxxxxxxx, including but not limited to bonuses, group insurance and other regular wages paid to the personnel of the Legal Services Group. Each member of the Legal Services Group will complete as of the last business day of each month, a time allocation sheet indicating the monthly time spent (reflected as a percentage) on matters relating to the Funds, on matters relating to other funds for which Van Kampen or its subsidiaries act as investment adviser and xxxxxxxutor ("Van Kampen Non-Participating Funds") and for other matters. Xxx xxxxegate of time spent on matters for the Funds and Van Kampen Non-Participating Funds is referred to herein ax xxx "Xxxx Percentage". Each member's Fund Percentage shall be multiplied by each member's individual Legal Service Expense; the resulting product for each member shall then be aggregated to arrive at the Legal Services Expenses that can be allocated as set forth in Paragraph 4 ("Allocable Legal Services Expenses"). The Legal Services Expenses will be paid by Van Kampen (or the affiliate of Van Kampen employing such Legal Xxxxices Group persons) anx xxxx xxxtion of such Legal Services Expenses allocated to the Funds as set forth in Paragraph 4 shall be reimbursed by the Funds. Van Kampen will tender to each Fund a monthly invoice withxx xxxx xxsiness days of the last business day of each month which shall certify the total Legal Service Expenses expended and allocated to such Fund. Except as provided herein, Van Kampen will receive no other compensation in connectiox xxxx Xxxal Services rendered in accordance with this Agreement, and Van Kampen and its affiliates will be responsible for all xxxxx xxxxnses relating to the providing of Legal Services.

  • Indemnification and Contribution (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative specifically for inclusion therein, it being understood and agreed that only such information furnished by any Underwriter consists of the information described in the last sentence of Section 8(b) hereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

  • Compensation Benefits and Reimbursement (a) The compensation specified under this Agreement shall constitute the salary and benefits paid for the duties described in Section 2(b). The Association shall pay Executive as compensation a salary of not less than $_____________ per year ("Base Salary"). Such Base Salary shall be payable biweekly, or with such other frequency as officers and employees are generally paid. During the period of this Agreement, Executive's Base Salary shall be reviewed at least annually. Such review may be conducted by a Committee designated by the Board, and the Board may increase, but not decrease (except a decrease that is generally applicable to all employees), Executive's Base Salary (any increase in Base Salary shall become the "Base Salary" for purposes of this Agreement). In addition to the Base Salary provided in this Section 3(a), the Association shall provide Executive at no cost to Executive with all such other benefits as are provided uniformly to permanent full-time employees of the Association. Base Salary shall include any amounts of compensation deferred by Executive under qualified and nonqualified plans maintained by the Association.

  • Drawing and Reimbursement The payment by an Issuing Bank of a draft drawn under any Letter of Credit which is not reimbursed by the applicable Borrower on the date made shall constitute for all purposes of this Agreement the making by any such Issuing Bank of an Advance, which shall be a Base Rate Advance, in the amount of such draft, without regard to whether the making of such an Advance would exceed such Issuing Bank’s Unused Commitment. Each Issuing Bank shall give prompt notice of each drawing under any Letter of Credit issued by it to the applicable Borrower and the Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Agent and the applicable Borrower, each Lender shall pay to the Agent such Lender’s Ratable Share of such outstanding Advance pursuant to Section 2.03(b). Each Lender acknowledges and agrees that its obligation to make Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Share of an outstanding Advance on (i) the Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Advance available to the Agent, such Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute an Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

  • Contribution and Subrogation Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

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