Right to Reimbursement. If Titan (i) makes any payment in connection with the Guarantee or the Indemnity Agreement, whether such payment is made to the Bank or any party to the Indemnity Agreement or to any third party, or (ii) incurs any expense or cost incidental to or in any way related to the Guarantee or the Indemnity Agreement, including, without limitation, (a) in opposing any claim for payment under the Guarantee or Indemnity Agreement, (b) in connection with the Bank exercising any of its rights under the Guarantee or the Indemnity Agreement (including any expenses of the Bank or its advisors in connection therewith that are subject to payment or reimbursement by Titan pursuant to the provisions of the Guarantee or by Titan or the other parties thereto pursuant to the provisions of the Indemnity Agreement) or (c) in enforcing this Agreement, then SureBeam shall have an unconditional obligation to pay to Titan an amount (the “Required Reimbursement Amount”) equal to 100% of all amounts referred to in clauses (i) and (ii) above, payable in cash. SureBeam shall pay any Required Reimbursement Amount in cash within five business days of receipt of a written demand for reimbursement of such Required Reimbursement Amount (the “Reimbursement Demand Notice”). The Reimbursement Demand Notice shall set forth the Required Reimbursement Amount.
Appears in 2 contracts
Sources: Reimbursement Agreement (Titan Corp), Reimbursement Agreement (Surebeam Corp)