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issues or matters in such Proceeding, and whether or not such Proceeding is in whole or part terminated, dismissed, withdrawn or settled (with or without prejudice), subject to the following:
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. Golden West shall defend and indemnify Trustee pursuant to this Agreement with respect to any Proceeding, whether or not Trustee 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:
Reimbursement of Payments. 6.1. You will reimburse Us forthwith upon demand the amount of any Payments:
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. It is understood between the Parties that on and from the Effective Date, if there is a payment received or benefit or set-off availed by any Party (Receiving Party), which pertains to a property vested in the other party (Relevant Party), pertaining to a period after the Appointed Date, then the Receiving Party must immediately make such payment over to the Relevant Party, without any demand by the Relevant Party and in any case not later than 14 days from the date of receipt thereof. Likewise, if there is a payment to be made or cost to be incurred by any party (Paying Party) relating to a property vested in the other party (Relevant Party), pertaining to a period after the Appointed Date, then the Paying Party would be entitled to immediately recover such payment from the Relevant Party, immediately upon demand and in any case not later than 14 days from the date of demand thereof.
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. (d)
Reimbursement of Payments. Each Party agrees that, if (i)(A) an indemnification claim is required to be paid by the Parties (unless such claim is to be paid out of the Escrow Property in which case it will be handled under Section 8) under the Purchase Agreement or the other Transaction Documents, (B) either or both Parties is required to pay any money to the Buyer or a third party with respect to, or as a result of, the Transactions, (C) there is an adjustment to the purchase price payable to the Parties under the Purchase Agreement and the other Transaction Documents, (D) the Sellers’ Representative is entitled to indemnification under this Agreement, or (E) either Party pays on behalf of the Parties expenses or sales commissions relating to or arising out of the sale of the Common Units on behalf of the Parties (each a “Party Liability” and collectively “Party Liabilities”), and (ii) the actual amount expended by each Party with respect to such Party Liability does not match the reduction in consideration that each Party would have received if the Party Liability had reduced the final amount in cash and fair market value property distributed among the Parties in accordance with Section 7.5(a) of the Company Agreement (the “Applicable Sharing Percentage”), then the Party who paid less than such Party’s Applicable Sharing Percentage (the “Underpaying Party”) agrees to indemnify the Party that paid more than its Applicable Sharing Percentage (the “Overpaying Party”) with respect to the relevant Party Liability (such indemnification, a “Reimbursement”); provided that in the event of any offering of the Common Units, the Parties shall share expenses and sales commissions not in accordance with their Applicable Sharing Percentages, but in proportion to the number of Common Units sold on their respective behalf. Each Reimbursement shall be equal to the difference of (i) the product of (A) the Underpaying Party’s Applicable Sharing Percentage, multiplied by (B) the total amount of Party Liabilities arising from the date of this Agreement, minus (ii) the sum of (A) the aggregate amount expended by the Underpaying Party with respect to all Party Liabilities arising from the date of this Agreement, plus (B) the aggregate amount of Reimbursements made by the Underpaying Party from the date of this Agreement. The Sellers’ Representative shall have full authority in accordance with Section 6 of this Agreement to determine each Party’s Applicable Sharing Percentage with respect to each Party Li...
Reimbursement of Payments. (a) Upon receipt of any ------------------------- drawing under the Letter of Credit, the Issuing Bank shall promptly notify the Agent and each other Bank as to the amount to be paid as a result of such drawing and the payment date thereof. Each Bank will pay to the Agent, for the account of the Issuing Bank, an amount equal to such Bank's Commitment Percentage of the amount of such drawing on the date which is the later of (i) the date of payment specified in such notice and (ii) the date of the Issuing Bank's notice of such payment (or, if such notice is given after 12:00 Noon (New York City time) on any date, the next succeeding Business Day). Any amount not paid by any Bank on the date specified in the preceding sentence shall bear interest from and including such date to the date of payment by such Bank of such amount at a rate of interest per annum equal to the Federal Funds Rate (or, if such amount remains unpaid more than three Business Days, a rate per annum equal to the Base Rate plus 2%). The Issuing Bank or the Agent, as the case may be, will pay to each Bank its Commitment Percentage of all amounts received pursuant to Section 5.02 for application in payment of its reimbursement obligations in respect of the Letter of Credit, but only to the extent such Bank has made payment to the Issuing Bank in respect of the Letter of Credit pursuant hereto.
