Common use of Reimbursement of Certain Expenses Clause in Contracts

Reimbursement of Certain Expenses. In addition to their other obligations under Section 8 of this Agreement, the Company hereby agrees to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll promptly refund it and (ii) W.R. Xxxxxxxxx xxxll provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their other obligations under Section 8 7 of this Agreement, the Company and the Selling Securityholders hereby agrees jointly and severally agree to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; providedPROVIDED, howeverHOWEVER, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition With respect to their other its obligations under Section 8 7 of this Agreement, the Company hereby agrees to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx any indemnified person identified in Section 7 of this Agreement for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph subparagraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; providedPROVIDED, howeverHOWEVER, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their its other obligations under Section 8 7 of this Agreement, the Company hereby agrees to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriter for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 10 and the possibility that such payments might later be held to be improper; providedPROVIDED, howeverHOWEVER, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it and them, (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if duedue and (iii) such persons shall not be entitled to reimbursement under this Section 10 if there shall have been a judicial determination or agreement among the Company and such persons that they are not entitled to payment of their reasonable legal expenses and other expenses pursuant to Section 7 of this Agreement.

Reimbursement of Certain Expenses. In addition to their other obligations under Section 8 of this Agreement, the Company and the Selling Security holders hereby agrees jointly and severally agree to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 12 and the possibility that such payments might later be held to be improper; provided, however, ,that (i) to the extent that any ----------------- such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their other obligations under Section 8 7 of this Agreement, the Company and the Selling Shareholders hereby agrees agree to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their other obligations under Section 8 7 of this Agreement, the Company and the Selling Securityholders hereby agrees jointly and severally agree to reimburse on a quarterly monthly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 8 and the possibility that such payments might later be held to be improper; providedPROVIDED, howeverHOWEVER, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their its other obligations under Section Sections 7 and 8 of this Agreement, the Company hereby agrees to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section Sections 7 and 8 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; providedPROVIDED, howeverHOWEVER, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their its other obligations under Section 8 7 of this Agreement, the Company hereby agrees to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them with interest thereon at the then commercial prime rate and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their its other obligations under Section 8 7 of this Agreement, the Company and the Shareholders hereby agrees jointly and severally agree to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the CompanyCompany and the Shareholders, upon request, reasonable assurances of their ability to effect any refund, when and if due. 12.

Reimbursement of Certain Expenses. In addition to their other obligations under Section 8 7 of this Agreement, the Company and the Selling Stockholder each hereby agrees agree to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the CompanyCompany or the Selling Stockholder as the case may be, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. A. In addition to their other obligations under Section 8 VIII of this Agreement, the Company and the Selling Securityholder hereby agrees jointly and severally agree to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) A. of Section 8 VIII of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 X and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (A) In addition to their other obligations under Section 8 9 of this Agreement, the Company and the Selling Shareholders hereby agrees jointly and severally agree to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their other obligations under Section 8 7 of this Agreement, the Company and the Selling Securityholders hereby agrees severally agree to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; provided, --------- however, that (i) to the extent that any such payment is ultimately held to be ------- improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their its other obligations under Section 8 7 of this Agreement, the Company hereby agrees to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (aSection 7(a) of Section 8 of this Agreement, and subject to clause (3) thereof, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their other obligations under Section 8 7 of this Agreement, the Company and the Selling Securityholders hereby agrees jointly and severally agree to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their its other obligations under Section 8 7 of this Agreement, the Company hereby agrees to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial _____________, 2000 Page 26 determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their other obligations under Section 8 7 of this Agreement, the Company and the Selling Securityholders hereby agrees jointly and severally agree to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, 19 20 described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. 12.

Reimbursement of Certain Expenses. In addition to their other obligations under Section 8 7 of this AgreementAgreement (and subject, in the case of a Selling Securityholder, to the provisions of paragraph (f) of Section 7), the Company and the Selling Securityholders (but only to the extent of their liability as provided in Section 7(a)), hereby agrees severally and not jointly agree to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their other obligations under Section 8 7 of this Agreement, Agreement the Company and the Selling Securityholders hereby agrees jointly and severally agree to reimburse on a quarterly monthly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 8 and the possibility that such payments might later be held to be improper; providedPROVIDED, howeverHOWEVER, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their other obligations under Section 8 7 of this Agreement, the Company and the Selling Stockholders hereby agrees jointly and severally agree to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due. 12.

Reimbursement of Certain Expenses. In addition to their its other obligations under Section 8 9 of this Agreement, the Company hereby agrees to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 12 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them (together with interest at the prime rate) and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their other obligations under Section 8 7 of this Agreement, the Company and each Selling Shareholder hereby agrees agree to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; providedPROVIDED, howeverHOWEVER, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the CompanyCompany and each Selling Shareholder, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their other obligations under Section 8 7 of 22 23 this Agreement, the Company and the Selling Securityholders hereby agrees jointly and severally agree to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses reasonably incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 7 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. In addition to their its other obligations under Section 8 6 of this Agreement, the Company hereby agrees to reimburse on a --------- quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 6 of this Agreement, notwithstanding the absence of a --------- judicial determination as to the propriety and enforceability of the obligations under this Section 9 and the possibility that such payments might later be held --------- to be improper; provided, however, that (i) to the extent that any such payment is ----------------- ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.

Reimbursement of Certain Expenses. (a) In addition to their other obligations under Section 8 9 of this AgreementAgreement (and subject to the limitation on reimbursement of expenses set forth in Section 9(c) and subject, in the case of Selling Securityholder, to the provisions of paragraph (f) of Section 9), the Company and the Selling Securityholder hereby agrees jointly and severally agree to reimburse on a quarterly basis W.R. Xxxxxxxxx xxx the Underwriters for all reasonable legal and other expenses incurred in connection with investigating or defending any claim, action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement or omission, described in paragraph (a) of Section 8 9 of this Agreement, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the obligations under this Section 9 11 and the possibility that such payments might later be held to be improper; provided, however, that (i) to the extent that any such payment is ultimately held to be improper, W.R. Xxxxxxxxx xxxll the persons receiving such payments shall promptly refund it them and (ii) W.R. Xxxxxxxxx xxxll such persons shall provide to the Company, upon request, reasonable assurances of their ability to effect any refund, when and if due.