Common use of Indemnity for Failure to Close Clause in Contracts

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 Interests fails to occur on the Closing Date as agreed to by the Administrative Agent pursuant to Section 4.05 4.04 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 4.04 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 Interests fails to occur on the Closing Date as agreed to by the Administrative Agent Administrator, the Buyers and the Buyer Agents pursuant to Section 4.05 4.04 hereof for reasons (other than a by virtue of any breach by the Administrator, a Buyer or a Managing Buyer Agent), the Seller shall reimburse each Buyerthe Administrator, its related Managing Agent the Buyers and the Administrative Agent Buyer Agents on demand for any loss, cost or expense (including loss of margin) incurred by any such party parties 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 Administrator, the Buyers and the Buyer Agents pursuant to Section 4.05 4.04 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 FundsFunds of such Buyer, 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 Buyer Agent shall notify the Seller (in reasonable detail consistent with its customary practices) of the amount determined by such Buyer or Managing Buyer 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 Interests ------------------------------ Interest fails to occur on the Closing Effective Date as specified in the Purchase Notice delivered pursuant to Section 4.02(e) hereof and agreed to by the Administrative Agent Buyer pursuant to Section 4.05 hereof for reasons other than a breach by a Buyer or a Managing Agent4.04 hereof, the Seller shall reimburse each Buyer, its related Managing Agent and the Administrative Agent Buyer on demand for any loss, cost or expense (including loss of margin) incurred by any such party 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 Effective Date as specified in a subsequent Purchase Notice or as delivered pursuant to Section 4.02(e) hereof and agreed to by the Administrative Agent Buyer pursuant to Section 4.05 4.04 hereof or (B) the date on which (i) such the 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 The Buyer or its related Managing Agent shall notify the Seller of the amount determined by such the Buyer or Managing Agent (which determination shall be conclusive and binding absent manifest error) to be necessary to compensate such the 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.