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. If any Payment made by any Contributor results in such Contributor receiving additional Shares (as defined in the Equity Purchase and Commitment Agreement), each other Contributor shall receive, upon making a Payment hereunder, the Shares in respect of which such Payment is made. 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...
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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. (b) The Company shall not enter into any settlement of any Covered Claim in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), without the prior written consent of Indemnitee (which shall not be unreasonably withheld), unless such settlement solely involves the payment of money and provides for a full and final release of all Claims asserted against Indemnitee. (c) Without diminishing or impairing the obligations of the Company set forth in clauses (a) and (b) of this Section 2, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any Expenses or Other Liabilities in any actual, threatened, pending or completed Covered Claim, the Company shall reimburse Indemnitee for the entire amount of Expenses or Other Liabilities actually incurred and paid or payable by 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.” (b) Each Reimbursing Guarantor will pay each Required Contribution Amount to the Paying Guarantor within thirty (30) days after receipt of a written demand therefor (a “Contribution Demand Notice”) from the Paying Guarantor. At the written request of Reimbursing Guarantor, Paying Guarantor shall furnish appropriate evidence to Reimbursing Guarantor of the Payment. Alternatively, if the liability of the Reimbursing Guarantor to Lender under the Reimbursing Guarantor’s Guaranty has not been fully satisfied, the Reimbursing Guarantor may promptly pay any remaining amount of such liability to Lender and the Guarantors’ final Required Contribution Amounts will be determined taking such Payment into account. (c) If any Guarantor is at any time reimbursed by Borrower in whole or in part for any Payment as to which such Guarantor has collected a Required Contribution Amount from any other Guarantor, such other Guarantor shall be entitled to recover from the payee Guarantor such amount as is necessary in order that each Guarantor has borne a share of the total net Payments in accordance with the percentages set forth in paragraph (a) above. (d) In no event will any Guarantor’s aggregate Required Contribution Amounts exceed the maximum amount for which Guarantor could be held liable to Lender...
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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.
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Related to Contribution and Reimbursement

  • Compensation and Reimbursement (a) The Company covenants and agrees to pay to the Trustee, and the Trustee shall be entitled to, such reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as the Company and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its negligence or bad faith and except as the Company and Trustee may from time to time agree in writing. The Company also covenants to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim of liability in the premises. (b) The obligations of the Company under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses, disbursements and advances shall constitute indebtedness of the Company to which the Securities are subordinated. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular Securities.

  • Section 607 Compensation and Reimbursement The Company agrees

  • Indemnification and Reimbursement (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. (ii) The Company hereby agrees that, if the Purchaser, other than by reason of its negligence, illegal or willful misconduct (in each case, as determined by a non- appealable judgment to such effect), (x) becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, or if the Purchaser is impleaded in any such action, proceeding or investigation by any Person, or (y) becomes involved in any capacity in any action, proceeding or investigation brought by the SEC, any self-regulatory organization or other body having jurisdiction, against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, or (z) is impleaded in any such action, proceeding or investigation by any Person, then in any such case, the Company shall indemnify, defend and hold harmless the Purchaser from and against and in respect of all losses, claims, liabilities, damages or expenses resulting from, imposed upon or incurred by the Purchaser, directly or indirectly, and reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. The indemnification and reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchaser who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and Purchaser Control Persons (if any), as the case may be, of the Purchaser 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 Purchaser, any such Affiliate and any such Person. The Company also agrees that neither the Purchaser nor any such Affiliate, partner, director, agent, employee or Purchaser Control Person shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company in connection with or as a result of the consummation of this Agreement or the other Transaction Documents, except as may be expressly and specifically provided in or contemplated by this Agreement. b. All claims for indemnification by any Indemnified Party (as defined below) under this Section shall be asserted and resolved as follows: (i) In the event any claim or demand in respect of which any Person claiming indemnification under any provision of this Section (an "Indemnified Party") might seek indemnity under paragraph (a) of this Section is asserted against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an Affiliate thereof (a "Third Party Claim"), the Indemnified Party shall deliver a written notification, enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party's claim for indemnification that is being asserted under any provision of this Section against any Person (the "Indemnifying Party"), together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim (a "Claim Notice") with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party's ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying Party of either a Claim Notice or an Indemnity Notice (as defined below) (the "Dispute Period") whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party under this Section and whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. The following provisions shall also apply. (ii) If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this paragraph (b) of this Section, then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified in full pursuant to paragraph (a) of this Section). The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in the first sentence of this subparagraph (x), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate protect its interests; and provided further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this subparagraph (x), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses with respect to such participation. Notwithstanding the foregoi ng, the Indemnified Party may take over the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under paragraph (a) of this Section with respect to such Third Party Claim. (iii) If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires to defend the Third Party Claim pursuant to paragraph (b) of this Section, or if the Indemnifying Party gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the I ndemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions of this subparagraph (y), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in subparagraph (z) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense pursuant to this subparagraph (y) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this subparagraph (y), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (iv) If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability to the Indemnified Party with respect to the Third Party Claim under paragraph (a) of this Section or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed a liability of the Indemnifying Party under paragraph (a) of this Section and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate. (v) In the event any Indemnified Party should have a claim under paragraph (a) of this Section against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under paragraph (a) of this Section specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such claim (an "Indemnity Notice") with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party's rights hereunder except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or the amount of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under paragraph (a) of this Section and the Indemnifying Party shall pay the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its l iability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute; provided, however, that it the dispute is not resolved within thirty (30) days after the Claim Notice, the I ndemnifying Party shall be entitled to institute such legal action as it deems appropriate. c. The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar rights of the indemnified party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to.

  • 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.