Indemnity for Failure to Close Sample Clauses
The "Indemnity for Failure to Close" clause requires one party to compensate the other if a transaction does not successfully close as agreed. Typically, this clause outlines the circumstances under which indemnification is triggered, such as a party's breach of contract or inability to fulfill closing conditions, and specifies the types of losses or damages that are covered. Its core function is to allocate financial risk and provide a remedy for the non-breaching party, ensuring that they are protected from losses resulting from the other party's failure to complete the transaction.
Indemnity for Failure to Close. If a sale of the Participation Interests fails to occur on the Closing Date as agreed to by the Administrative Agent pursuant to Section 4.05 hereof for reasons other than a breach by a Buyer or a Managing Agent, the Seller shall reimburse each Buyer, its related Managing Agent and the Administrative Agent on demand for any loss, cost or expense (including loss of margin) incurred by any such party with respect to this Agreement, its obligations hereunder or its funding of the proposed Purchase Price (including, without limitation, any loss, cost or expense in obtaining, liquidating or employing deposits as loans from third parties or the loss, cost or expense of issuing its commercial paper notes or short-term promissory notes in order to fund such Purchase Price) until the earlier of (A) the Closing Date as specified in a subsequent Purchase Notice or as agreed to by the Administrative Agent pursuant to Section 4.05 hereof or (B) the date on which (i) such Buyer redeploys any funds committed to fund such Purchase Price at a rate of return greater than or equal to that reflected in the Cost of Funds, or (ii) such commercial paper notes or short-term promissory notes become due and payable, as the case may be. Each Buyer or its related Managing Agent shall notify the Seller of the amount determined by such Buyer or Managing Agent (which determination shall be conclusive and binding absent manifest error) to be necessary to compensate such Buyer or Managing Agent for such loss, cost or expense. Such amount shall be due and payable by the Seller to the applicable Buyer or Managing Agent ten (10) Business Days after such notice is given.
Indemnity for Failure to Close. If a sale of the Participation Interest fails to occur on the Closing Date as specified in the Purchase Notice delivered pursuant to Section 4.02(e) hereof and agreed to by the Buyer pursuant to Section 4.04 hereof, the Seller shall reimburse the Buyer on demand for any loss, cost or expense (including loss of margin) incurred by the Buyer with respect to this Agreement, its obligations hereunder or its funding of the proposed Purchase Price (including, without limitation, any loss, cost or expense in obtaining, liquidating or employing deposits as loans from third parties or the loss, cost or expense of issuing its commercial paper notes or short-term promissory notes in order to fund such Purchase Price) until the earlier of (A) the Closing Date as specified in a subsequent Purchase Notice delivered pursuant to Section 4.02(e) hereof and agreed to by the Buyer pursuant to Section 4.04 hereof or (B) the date on which (i) the Buyer redeploys any funds committed to fund such Purchase Price at a rate of return greater than or equal to the Cost of Funds, or (ii) such commercial paper notes or short-term promissory notes become due and payable, as the case may be. The Buyer shall notify the Seller of the amount determined by the Buyer (which determination shall be conclusive and binding absent manifest error) to be necessary to compensate the Buyer for such loss, cost or expense. Such amount shall be due and payable by the Seller to the Buyer ten (10) Business Days after such notice is given.
Indemnity for Failure to Close. If a sale of the Participation Interest fails to occur on the Closing Date as