Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 22 contracts

Samples: Credit Agreement (SunCoke Energy, Inc.), Credit Agreement (William Lyon Homes), Security Agreement and Financing Statement (Fairway Group Holdings Corp)

Contribution and Subrogation. Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under the Guarantee Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 12 contracts

Samples: Subrogation and Contribution Agreement (Memc Electronic Materials Inc), Indemnity, Subrogation and Contribution Agreement (Memc Electronic Materials Inc), Credit Agreement (Fairchild Semiconductor International Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under this Agreement or assets of any other Guarantor shall be sold ~~pursuant to any Security Document~~ to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~8, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~21, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 9 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 8 to the extent of such payment.

Appears in 8 contracts

Samples: Subsidiary Guaranty Agreement (Healthstream Inc), And Term Loan Agreement (Bristow Group Inc), Subsidiary Guaranty Agreement (Kayne Anderson Energy Development Co)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 7 contracts

Samples: Guarantee and Collateral Agreement (Ryan's Restaurant Leasing Company, LLC), Credit Agreement (Ryan's Restaurant Leasing Company, LLC), Guarantee and Collateral Agreement (Buffets Holdings, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Loan Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Loan Obligation owed to any Loan Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~5.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 5.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 5.01 to the extent of such payment.

Appears in 7 contracts

Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement, Term Loan Agreement (CDW Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect~~ on account of ~~any Obligation,~~ its guarantee under this Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the applicable Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 6 contracts

Samples: Guarantee and Pledge Agreement, Credit Agreement (Cbre Group, Inc.), Guarantee and Pledge Agreement (Cb Richard Ellis Group Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~7(c)) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Guaranteed Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~7(a), the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~5.10(d) of the Credit Agreement, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 7(b) shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 7(a) to the extent of such payment.

Appears in 5 contracts

Samples: Guarantee Agreement (EVERTEC, Inc.), Guarantee Agreement (EVERTEC, Inc.), Guarantee Agreement (EVERTEC, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Secured Obligation or assets of any other Guarantor shall be sold pursuant to any ~~Security~~ Collateral Document to satisfy any Secured Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 5 contracts

Samples: Credit Agreement (TransDigm Group INC), Credit Agreement (TransDigm Group INC), Collateral Agreement (TransDigm Group INC)

Contribution and Subrogation. Each Guarantor (other than Holdings and the Company) (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6.03 hereof) that, in the event a payment shall be made by any other Guarantor (other than Holdings and the Company) hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor (other than Holdings and the Company) shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Company as provided in Section ~~6.01~~6.01 hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 hereof to the extent of such payment.

Appears in 4 contracts

Samples: Guarantee and Collateral Agreement, Joinder Agreement (Verso Corp), Guarantee and Collateral Agreement (Verso Quinnesec REP Holding Inc.)

Contribution and Subrogation. ~~Each~~ Subject to Section 2.07, each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6.03 hereof) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Secured Obligation or assets of any other Guarantor ~~shall be~~ are sold pursuant to any Security Document to satisfy any Secured Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~6.01 hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 hereof to the extent of such payment.

Appears in 4 contracts

Samples: Guarantee and Collateral Agreement (PET Acquisition LLC), Intercreditor Agreement (PET Acquisition LLC), Intercreditor Agreement (PET Acquisition LLC)

Contribution and Subrogation. (a) Each Guarantor (other than the Company) (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor (other than the Company) hereunder in respect of any ~~Obligation,~~ Guaranteed Obligation or assets of any other Guarantor (other than the Company) shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Company as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.15, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 4 contracts

Samples: Lease Agreement (Chart Industries Inc), Lease Agreement (Chart Industries Inc), Guarantee and Collateral Agreement (Chart Industries Inc)

Contribution and Subrogation. Each ~~Guarantor~~ Subsidiary Loan Party (a “"Contributing Guarantor”") agrees (subject to Section 6.03) that, in the event a payment shall be made by any other ~~Guarantor~~ Subsidiary Loan Party hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other ~~Guarantor~~ Subsidiary Loan Party shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other ~~Guarantor~~ Subsidiary Loan Party (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower and Holdings as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the ~~Guarantors~~ Subsidiary Loan Parties on the date hereof (or, in the case of any ~~Guarantor~~ Subsidiary Loan Party becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such ~~Guarantor~~Subsidiary Loan Party). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 4 contracts

Samples: Guarantee and Collateral Agreement (Dex Media Inc), Guarantee and Collateral Agreement (Dex Media International Inc), Guarantee and Collateral Agreement (Dex Media West LLC)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party,~~ under the Guarantee Agreement and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 4 contracts

Samples: Term Loan Credit Agreement (Deltic Timber Corp), Revolving Credit Agreement (Deltic Timber Corp), Revolving Credit Agreement (Deltic Timber Corp)

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Subsidiary Guarantor ~~hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party,~~ under the Guarantee Agreement and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment ~~or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case~~ multiplied by a ~~fraction~~ fraction, the numerator of which ~~the numerator~~ shall be the net worth of the Contributing Guarantor on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 14, the date of the Supplement hereto executed and delivered by such Subsidiary Guarantor) and the denominator of which shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (~~or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16,~~ or the date of ~~the supplement hereto executed~~ execution and ~~delivered by~~ delivery of such ~~Guarantor~~Supplement). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 4 contracts

Samples: Credit Agreement (Ethan Allen Interiors Inc), Credit Agreement (Ethan Allen Interiors Inc), Credit Agreement (Ethan Allen Interiors Inc)

Contribution and Subrogation. Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under the Guarantee Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~11, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 4 contracts

Samples: Credit Agreement (Western Auto Supply Co/), Subrogation and Contribution Agreement (Laralev Inc), Subrogation and Contribution Agreement (Advance Stores Co Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~10.09) that, in the event a payment shall be made by any other Guarantor hereunder or under the Notes or the Notes Guarantee in respect of any ~~Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document~~ amount owed thereunder to satisfy any ~~Obligation~~ obligation owed to the Trustee, or any ~~Secured Party,~~ Holder and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Issuer as provided in Section ~~6.01~~10.07, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment ~~or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case~~ multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator of which shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto ~~pursuant to Section 7.16~~after the date hereof, the date ~~of the supplement hereto executed and delivered by~~ such ~~Guarantor~~Guarantor becomes a party). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 10.08 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 10.07 to the extent of such payment.

Appears in 4 contracts

Samples: Indenture (Lions Gate Entertainment Corp /Cn/), Indenture (Lions Gate Entertainment Corp /Cn/), Indenture (Lions Gate Entertainment Corp /Cn/)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~1.06 above) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under this Agreement or assets of any other Guarantor shall be sold pursuant to any ~~Security~~ Collateral Document to satisfy a claim of any ~~Obligation owed to any Secured Party,~~ Holder and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~2.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction the numerator of which ~~the numerator~~ shall be the net worth of the Contributing Guarantor on the date ~~hereof~~ that the obligation(s) supporting such claim were incurred under this Agreement and the denominator of which shall be the aggregate net worth of all the Guarantors on ~~the~~ such date ~~hereof~~ (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~5.11, the date of the ~~supplement hereto~~ accession agreement executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 2.01 to the extent of such payment.

Appears in 4 contracts

Samples: Guaranty (WorldSpace, Inc), Guaranty (WorldSpace, Inc), Guaranty (WorldSpace, Inc)

Contribution and Subrogation. Each Canadian Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~1.06 above) that, ~~in the event~~ if a payment shall be made by any other Canadian Guarantor ~~hereunder in respect of any Obligation,~~ under this Agreement or assets of any other Canadian Guarantor shall be sold pursuant to any ~~Security~~ Collateral Document to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and such other Canadian Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Indemnifying Affiliates as provided in Section ~~6.01~~2.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment ~~or (ii) the greater of the book value~~ or the fair market value of such ~~assets~~assets on the date of the sale, as the case may be, in each case multiplied by a ~~fraction~~ fraction, the numerator of which ~~the numerator~~ shall be the net worth of the Contributing Guarantor on the date ~~hereof~~ that the obligation(s) supporting such claim were incurred under this Agreement and the denominator of which shall be the aggregate net worth of all the Canadian Guarantors on ~~the~~ such date ~~hereof~~ (or, in the case of any Canadian Guarantor becoming a party hereto pursuant to Section ~~7.16~~5.10, the date of the ~~supplement hereto~~ Accession Agreement executed and delivered by such Canadian Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2.02 shall be subrogated to the rights of such Claiming Guarantor as an Indemnified Guarantor under Section ~~6.01~~ 2.01 to the extent of such payment, in each case subject to the provisions of Section 1.06.

Appears in 4 contracts

Samples: Credit Agreement (Masonite International Corp), Canadian Guarantee (Masonite International Corp), Masonite International Corp

Contribution and Subrogation. ~~Each~~ Subject to Section 2.07, each Guarantor (other than Holdings) (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6.03 hereof) that, in the event a payment shall be made by any other Guarantor (other than Holdings) hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor (other than Holdings) shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor other than Holdings (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~6.01 hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 hereof to the extent of such payment.

Appears in 4 contracts

Samples: Collateral Agreement (AZEK Co Inc.), Term Loan Guarantee and Collateral Agreement (CPG Newco LLC), Guarantee and Collateral Agreement (CPG Newco LLC)

Contribution and Subrogation. Each U.S. Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~1.06 above) that, ~~in the event~~ if a payment shall be made by any other U.S. Guarantor ~~hereunder in respect of any Obligation,~~ under this Agreement or assets of any other U.S. Guarantor shall be sold pursuant to any ~~Security~~ Collateral Document to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and such other U.S. Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Indemnifying Affiliates as provided in Section ~~6.01~~2.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment ~~or (ii) the greater of the book value~~ or the fair market value of such ~~assets~~assets on the date of the sale, as the case may be, in each case multiplied by a ~~fraction~~ fraction, the numerator of which ~~the numerator~~ shall be the net worth of the Contributing Guarantor on the date ~~hereof~~ that the obligation(s) supporting such claim were incurred under this Agreement and the denominator of which shall be the aggregate net worth of all the U.S. Guarantors on ~~the~~ such date ~~hereof~~ (or, in the case of any U.S. Guarantor becoming a party hereto pursuant to Section ~~7.16~~5.10, the date of the ~~supplement hereto~~ Accession Agreement executed and delivered by such U.S. Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2.02 shall be subrogated to the rights of such Claiming Guarantor as an Indemnified Guarantor under Section ~~6.01~~ 2.01 to the extent of such payment, in each case subject to the provisions of Section 1.06.

Appears in 4 contracts

Samples: Credit Agreement (Masonite International Corp), Masonite International Corp, Masonite International Corp

Contribution and Subrogation. ~~Each~~ Holdings and each other Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by Holdings or any other Guarantor hereunder ~~in respect of any Obligation,~~ or assets of Holdings or any other Guarantor shall be sold pursuant to any Security Document to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and Holdings or such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Borrowers as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 4 contracts

Samples: Lease Agreement (Compass Minerals International Inc), Lease Agreement (Compass Minerals International Inc), Lease Agreement (Compass Minerals International Inc)

Contribution and Subrogation. Each Foreign Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~3.03) that, in the event a payment shall be made by any ~~other~~ Foreign Guarantor hereunder ~~in respect of any Obligation,~~ or assets of any ~~other~~ Foreign Guarantor shall be sold pursuant to any Security Document to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and such ~~other~~ Foreign Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Foreign Borrowers as provided in Section ~~6.01~~3.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Foreign Guarantors on the date hereof (or, in the case of any Foreign Subsidiary Guarantor becoming a party hereto pursuant to Section ~~7.16~~4.13, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Foreign Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 3.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 3.01 to the extent of such payment.

Appears in 4 contracts

Samples: Lease Agreement (Compass Minerals International Inc), Lease Agreement (Compass Minerals International Inc), Lease Agreement (Compass Minerals International Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the applicable Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 4 contracts

Samples: Guarantee and Collateral Agreement (Terex Corp), Guarantee and Collateral Agreement (Terex Corp), Guarantee and Collateral Agreement (Terex Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation ~~owed to any Secured Party,~~ and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower of such Obligation as provided in Section ~~6.01~~6.01 or otherwise, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 3 contracts

Samples: Collateral Agreement (Celanese CORP), Credit Agreement (Celanese CORP), Guarantee and Collateral Agreement (Celanese CORP)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party,~~ under the Guarantee Agreement and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment ~~or (ii) the greater of the book value or the fair market value of such assets, as the case may be,~~ in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 3 contracts

Samples: Credit Agreement (FRP Holdings, Inc.), Credit Agreement (Patriot Transportation Holding, Inc.), Credit Agreement (New Patriot Transportation Holding, Inc.)

Contribution and Subrogation. Each Guarantor (a ~~“Contributing Guarantor”~~"CONTRIBUTING GUARANTOR") agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under the Guarantee Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and such other Guarantor (the ~~“Claiming Guarantor”~~"CLAIMING GUARANTOR") shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 3 contracts

Samples: Contribution Agreement (Marketing Services Inc), Subrogation and Contribution Agreement (Interactive Media Corp), Subrogation and Contribution Agreement (American Media Operations Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~2.07 above) that, ~~in the event~~ if a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under this Agreement or assets of any other Guarantor shall be sold pursuant to any ~~Security~~ Collateral Document to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by Holdings and the ~~Borrower~~ Borrowers as provided in Section ~~6.01~~3.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction the numerator of which ~~the numerator~~ shall be the net worth of the Contributing Guarantor on the date ~~hereof~~ that the obligation(s) supporting such claim were incurred under this Agreement and the denominator of which shall be the aggregate net worth of all the Guarantors on ~~the~~ such date ~~hereof~~ (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~6.10, the date of the ~~supplement hereto~~ Accession Agreement executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 3.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 3.01 to the extent of such payment, in each case subject to the provisions of Section 2.07.

Appears in 3 contracts

Samples: Guaranty (Steinway Musical Instruments Holdings, Inc.), Guaranty (Steinway Musical Instruments Holdings, Inc.), Guaranty (Steinway Musical Instruments Holdings, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~3.03 hereof) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Guaranteed Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~3.01 hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~4.12 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 3.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 3.01 hereof to the extent of such payment.

Appears in 3 contracts

Samples: Guarantee Agreement (Hexion Inc.), Guarantee Agreement, Guarantee Agreement (Momentive Performance Materials Inc.)

Contribution and Subrogation. Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party,~~ under the Guarantee Agreement and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment ~~or (ii) the greater of the book value or the fair market value of such assets, as the case may be,~~ in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 3 contracts

Samples: Credit Agreement (Patriot Transportation Holding Inc), Revolving Credit Agreement (Patriot Transportation Holding Inc), Revolving Credit Agreement (Amsurg Corp)

Contribution and Subrogation. ~~Each~~ The Guarantor ~~(a “Contributing Guarantor”)~~ agrees (subject to Section ~~6.03~~2.06 above) that, ~~in the event~~ if a payment shall be made by any other ~~Guarantor hereunder in respect of any Obligation,~~ Group Obligor (other than the Account Party) under the Guaranteed Documents or assets of any other ~~Guarantor~~ Group Obligor (other than the Account Party) shall be sold pursuant to any Security Document to satisfy a claim of any ~~Obligation owed to any Secured Party,~~ Guaranteed Finance Party and such other ~~Guarantor~~ Group Obligor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower as provided in Section 6.01~~Account Party, the ~~Contributing~~ Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction the numerator of which ~~the numerator~~ shall be the net worth of the ~~Contributing~~ Guarantor on the date ~~hereof~~ that the obligation(s) supporting such claim were incurred under the Guaranteed Documents and the denominator of which shall be the aggregate net worth of all the ~~Guarantors~~ Group Obligors (other than the Account Party) on ~~the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by~~ such ~~Guarantor)~~date. Any ~~Contributing Guarantor making any~~ such payment ~~to a Claiming~~ by the Guarantor pursuant to this Section ~~6.02~~ 3.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 3.01 to the extent of such payment, in each case subject to the provisions of Section 2.06.

Appears in 3 contracts

Samples: Guaranty Agreement, Guaranty (Hanover Insurance Group, Inc.), Guaranty Agreement (Hanover Insurance Group, Inc.)

Contribution and Subrogation. Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by 173 2 any other Guarantor ~~hereunder in respect of any Obligation,~~ under the Guarantee Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Parent Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 3 contracts

Samples: Credit Agreement (Knowles Electronics LLC), Credit Agreement (Knowles Electronics LLC), Credit Agreement (Knowles Electronics LLC)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~8.3) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any ~~Security~~ Loan Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~8.1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~9.14, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 8.2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 8.1 to the extent of such payment.

Appears in 3 contracts

Samples: Intercreditor Agreement (Forterra, Inc.), Intercreditor Agreement (Forterra, Inc.), Intercreditor Agreement (Forterra, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~7) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under this Agreement or assets of any other Guarantor shall be sold ~~pursuant to any Security Document~~ to satisfy a claim of any ~~Obligation owed to any Secured Party,~~ Guaranteed Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~9, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~23, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 10 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 9 to the extent of such payment.

Appears in 3 contracts

Samples: Pledge Agreement (Strayer Education Inc), Revolving Credit Agreement (Strayer Education Inc), Subsidiary Guaranty Agreement (JTH Holding, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Borrowers as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 3 contracts

Samples: Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp), Credit Agreement (Dennys Corp)

Contribution and Subrogation. ~~Each~~ Subject to Section 2.07, each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6.03 hereof) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Secured Obligation or assets of any other Guarantor ~~shall be~~ are sold pursuant to any Security Document to satisfy any Secured Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~6.01 hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator ~~shall~~ will be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 hereof to the extent of such payment.

Appears in 3 contracts

Samples: Collateral Agreement, Guarantee and Collateral Agreement (Impax Laboratories, LLC), Execution Version (Amneal Pharmaceuticals, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor shall be sold pursuant to any ~~Security~~ Loan Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 3 contracts

Samples: Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)

Contribution and Subrogation. Each Guarantor (other than Holdings) (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6.03 hereof) that, in the event a payment shall be made by any other Guarantor (other than Holdings) hereunder in respect of any ~~Obligation,~~ Guaranteed Obligation or assets of any other Guarantor (other than Holdings) shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any ~~Secured Party,~~ Guaranteed Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Borrowers as provided in Section ~~6.01~~6.01 hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors (other than Holdings) on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 hereof to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (RBS Global Inc), Guarantee and Collateral Agreement (RBS Global Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~1.07 above) that, ~~in the event~~ if a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under this Agreement or assets of any other Guarantor shall be sold pursuant to any ~~Security~~ Collateral Document to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Company as provided in Section ~~6.01~~2.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction the numerator of which ~~the numerator~~ shall be the net worth of the Contributing Guarantor on the date ~~hereof~~ that the obligation(s) supporting such claim were incurred under this Agreement and the denominator of which shall be the aggregate net worth of all the Guarantors on ~~the~~ such date ~~hereof~~ (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~5.10, the date of the ~~supplement hereto~~ Accession Agreement executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 2.01 to the extent of such payment, in each case subject to the provisions of Section 1.07.

Appears in 2 contracts

Samples: Credit Agreement (Be Aerospace Inc), Security Agreement (Be Aerospace Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~5.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 5.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 5.01 to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Nuveen Investments Holdings, Inc.), Credit Agreement (Nuveen Investments Inc)

Contribution and Subrogation. Each Guarantor ~~(a “Contributing Guarantor”)~~ agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.13, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Massey Energy Co), Guarantee and Collateral Agreement (Alpha Natural Resources, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6.03 hereof) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~6.01 hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 hereof to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Covalence Specialty Adhesives LLC), Control Agreement (Secure Computing Corp)

Contribution and Subrogation. Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under the Guarantee Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~13, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 2 contracts

Samples: Indemnity, Subrogation and Contribution Agreement (Memc Electronic Materials Inc), Revolving Credit Agreement (Memc Electronic Materials Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6.03 hereof) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor (other than the Borrower) shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~6.01 hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (~~or,~~ or in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 hereof to the extent of such payment.

Appears in 2 contracts

Samples: Intercreditor Agreement (Claires Stores Inc), Guarantee and Collateral Agreement (Claires Stores Inc)

Contribution and Subrogation. Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party~~under the Guarantee Agreement, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall, to the extent the Claiming Guarantor shall not have been so indemnified by the Borrower, indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such ~~payment or (ii) the greater of the book value or the fair market value of such assets~~payment, ~~as the case may be, in each case~~ multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (Convergys Corp), Credit Agreement (Convergys Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~3) ~~that,~~ that in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under the Guarantee Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy ~~any Obligation owed to~~ a claim described in Section 1 of any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 2 contracts

Samples: Indemnity, Subrogation and Contribution Agreement (Constar International Inc), Indemnity, Subrogation and Contribution Agreement (Constar Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~9.9) that, in the event a payment shall be made by any other Guarantor hereunder or under any other Fundamental Document or related agreement, in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any ~~Security~~ Collateral Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~9.7, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the ~~fair market value~~ Fair Market Value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto ~~pursuant to Section 7.16~~after the date hereof, the date ~~of the supplement hereto executed and delivered by~~ such ~~Guarantor~~Guarantor becomes a party). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 9.8 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 9.7 to the extent of such payment.

Appears in 2 contracts

Samples: Credit and Guarantee Agreement (Lions Gate Entertainment Corp /Cn/), Credit and Guarantee Agreement (Lions Gate Entertainment Corp /Cn/)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~8.3) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any ~~Security~~ Loan Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~8.1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~9.14 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 8.2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 8.1 to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (T-Mobile US, Inc.), Guarantee and Collateral Agreement (T-Mobile US, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party,~~ under the Guarantee Agreement and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment ~~or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case~~ multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Watsco Inc), Revolving Credit Agreement (Watsco Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~7) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under this Agreement or assets of any other Guarantor shall be sold ~~pursuant to any Security Document~~ to satisfy a claim of any ~~Obligation owed to any Secured Party,~~ Lender and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~9, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~23, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 10 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 9 to the extent of such payment.

Appears in 2 contracts

Samples: Pledge Agreement (Maximus Inc), Subsidiary Guaranty Agreement (Stanley, Inc.)

Contribution and Subrogation. Each Guarantor (other than Holdings) (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6.03 hereof) that, in the event a payment shall be made by any other Guarantor (other than Holdings) hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor (other than Holdings and the Borrower) shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~6.01 hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the ~~date hereof~~ ABL Closing Date and the denominator shall be the aggregate net worth of all the Guarantors on the ~~date hereof~~ ABL Closing Date (~~or,~~ or in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~Table of Contents 7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 hereof to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (Claires Stores Inc), Credit Agreement (Claires Stores Inc)

Contribution and Subrogation. Each Guarantor (other than Holdings) (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6.03 hereof) that, in the event a payment shall be made by any other Guarantor (other than Holdings) hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor (other than Holdings) shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Borrower, as provided in Section ~~6.01~~6.01 hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the ~~fair market value~~ Fair Market Value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.15 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 hereof to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (Noranda Aluminum Holding CORP), Guarantee and Collateral Agreement (Noranda Aluminum Holding CORP)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under this Agreement or assets of any other Guarantor shall be sold ~~pursuant to any Security Document~~ to satisfy a claim of any ~~Obligation owed to any Secured Party,~~ Lender and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~8, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~21, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 9 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 8 to the extent of such payment.

Appears in 2 contracts

Samples: Pledge Agreement (Heico Corp), Subsidiary Guaranty Agreement (Easylink Services International Corp)

Contribution and Subrogation. Each Guarantor (each, a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.), Guarantee and Collateral Agreement (Sportsmans Warehouse Holdings Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any ~~Obligation owed to any Secured Party~~Obligation, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (Oscar Health, Inc.), Credit Agreement (Oscar Health, Inc.)

Contribution and Subrogation. Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the ~~Borrower~~ Borrowers as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)

Contribution and Subrogation. Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under the Amended and Restated Guarantee Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 2 contracts

Samples: Indemnity, Subrogation and Contribution Agreement (Memc Electronic Materials Inc), Reimbursement Agreement (Memc Electronic Materials Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party~~Party (and, to the extent provided in Section 6.01, to the Existing Senior Note Holders), and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by ~~the~~ a Borrower as provided in Section ~~6.01~~5.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 5.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 5.01 to the extent of such payment.

Appears in 2 contracts

Samples: First Lien Guarantee and Collateral Agreement (Univision Holdings, Inc.), Credit Agreement (Univision Communications Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by ~~the~~ a Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (SunCoke Energy Partners, L.P.), Term Loan Credit Agreement (SunCoke Energy Partners, L.P.)

Contribution and Subrogation. Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under the Guarantee Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of (a) the book value or of the assets so sold and (b) the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 2 contracts

Samples: Intercreditor Agreement (Hechinger Co), Security Agreement (Hechinger Co)

Contribution and Subrogation. Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party,~~ under the Guaranty Agreement and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 2 contracts

Samples: Credit and Term Loan Agreement (Ruby Tuesday Inc), Revolving Credit Agreement (Ruby Tuesday Inc)

Contribution and Subrogation. Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section ~~6.03~~6) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under this Agreement or assets of any other Guarantor shall be sold ~~pursuant to any Security Document~~ to satisfy a claim of any ~~Obligation owed to any Secured Party,~~ Lender and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~8, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~21, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 9 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 8 to the extent of such payment.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Heico Corp), Revolving Credit Agreement (Priority Healthcare Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~3.3) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any ~~Security~~ Loan Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~3.1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~4.14 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 3.2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 3.1 to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee Agreement (T-Mobile US, Inc.), Guarantee Agreement (T-Mobile US, Inc.)

Contribution and Subrogation. ~~Each~~ The Guarantor ~~(a “Contributing Guarantor”)~~ agrees (subject to Section ~~6.03~~2.06 above) that, ~~in the event~~ if a payment shall be made by any other ~~Guarantor hereunder in respect of any Obligation,~~ Group Obligor (other than the Borrower) under the Guaranteed Documents or assets of any other ~~Guarantor~~ Group Obligor (other than the Borrower) shall be sold pursuant to any Security Document to satisfy a claim of any ~~Obligation owed to any Secured Party,~~ Guaranteed Finance Party and such other ~~Guarantor~~ Group Obligor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower as provided in Section 6.01~~Borrower, the ~~Contributing~~ Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction the numerator of which ~~the numerator~~ shall be the net worth of the ~~Contributing~~ Guarantor on the date ~~hereof~~ that the obligation(s) supporting such claim were incurred under the Guaranteed Documents and the denominator of which shall be the aggregate net worth of all the ~~Guarantors~~ Group Obligors (other than the Borrower) on ~~the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by~~ such ~~Guarantor)~~date. Any ~~Contributing Guarantor making any~~ such payment ~~to a Claiming~~ by the Guarantor pursuant to this Section ~~6.02~~ 3.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 3.01 to the extent of such payment, in each case subject to the provisions of Section 2.06.

Appears in 2 contracts

Samples: Guaranty Agreement, Guaranty Agreement (Hanover Insurance Group, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~2.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any ~~Security~~ Collateral Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Borrowers as provided in Section ~~6.01~~2.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~3.14, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 2.01 to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (Ply Gem Holdings Inc), Ply Gem Holdings Inc

Contribution and Subrogation. Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the applicable Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (TRW Automotive Inc), Guarantee and Collateral Agreement (TRW Automotive Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by (a) any other Guarantor hereunder or (b) Holdings under the Holdings Guarantee and Pledge Agreement, in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor or Holdings shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor or Holdings, as applicable (the “Claiming Guarantor”) ), shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of Holdings and all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Affinion Group, Inc.), Credit Agreement (Affinion Group, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the ~~date hereof~~ Closing Date and the denominator shall be the aggregate net worth of all the Guarantors on the ~~date hereof~~ Closing Date (or, in the case of any Guarantor becoming a party hereto ~~pursuant to Section 7.16~~after the Closing Date, the date ~~of the supplement hereto executed and delivered by~~ on which such ~~Guarantor~~party became a Guarantor hereunder). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Community Health Systems Inc), Guarantee and Collateral Agreement (Community Health Systems Inc)

Contribution and Subrogation. Each Subsidiary Guarantor (each, a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Contributing Guarantor hereunder in respect of any Obligation, or assets of any other Contributing Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Contributing Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by Holdings or the ~~Borrower~~ Borrowers as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Guarantors on the date hereof (or, in the case of any Contributing Guarantor becoming a party hereto pursuant to Section ~~7.16~~9.14, the date of the supplement hereto executed and delivered by such Contributing Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Security Agreement (Houghton Mifflin Harcourt Co), Security Agreement (Houghton Mifflin Harcourt Co)

Contribution and Subrogation. Each Subsidiary Guarantor (a “"Contributing Guarantor”") agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Subsidiary Guarantor ~~hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party,~~ under the Guarantee Agreement and such other Subsidiary Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment ~~or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case~~ multiplied by a fraction of which the numerator shall be the net worth of the Contributing ~~Guarantor on the date hereof~~ Guarantor, and the denominator shall be the aggregate net worth of all the ~~Guarantors~~ Subsidiary Guarantors, in each case on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section ~~7.16~~11, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (Gartner Group Inc), Credit Agreement (Gartner Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Secured Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Secured Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Indemnifying Guarantor as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.15, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Crestwood Midstream Partners LP), Guarantee and Collateral Agreement (Crestwood Midstream Partners LP)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6(c)) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Guaranteed Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~6(a), the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~5.10(d) of the Credit Agreement, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 6(b) shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 6(a) to the extent of such payment.

Appears in 2 contracts

Samples: Intercreditor Agreement (CAESARS ENTERTAINMENT Corp), Guarantee Agreement (TII Smart Solutions, Sociedad Anonima)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03)~~ 8) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under this Agreement or assets of any other Guarantor shall be sold ~~pursuant to any Security Document~~ to satisfy ~~any Obligation owed to any Secured Party,~~ a claim of Lender and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~10, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~24, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 11 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 10 to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (Superior Uniform Group Inc), Credit Agreement (Superior Uniform Group Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party,~~ under the Guaranty Agreement and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Principal as provided in Section ~~6.01~~1, ~~the~~ each Contributing Guarantor shall indemnify ~~the~~ each Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such ~~payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be~~payment, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all ~~the~~ Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment. As used herein, the term “net worth” shall mean, as at any date of determination, the consolidated members’ capital, partners’ capital, or stockholders’ equity of each Guarantor, as the case may be, as determined on a consolidated basis in accordance with GAAP.

Appears in 2 contracts

Samples: Contribution Agreement (Dollar General Corp), Revolving Credit Agreement (Dollar General Corp)

Contribution and Subrogation. Each Guarantor (other than Holdings and the Domestic Borrower) (a “"Contributing Guarantor”") agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor (other than Holdings and the Domestic Borrower) hereunder in respect of any ~~Obligation,~~ Guaranteed Obligation or assets of any other Guarantor (other than Holdings and the Domestic Borrower) shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Domestic Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.15, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.), Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.)

Contribution and Subrogation. Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under the Guaranty or assets of any other Guarantor shall be sold pursuant to any ~~Security~~ Loan Document to satisfy a claim of the Agent or any ~~Obligation owed to any Secured Party,~~ Bank and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the ~~Borrower~~ Borrowers as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date ~~hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor)~~hereof. Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (Valspar Corp), Credit Agreement (Valspar Corp)

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing ~~Guarantor~~Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other ~~Guarantor~~ Grantor hereunder in respect of any ~~Obligation,~~ Canadian Secured Obligation or assets of any other ~~Guarantor~~ Grantor shall be sold pursuant to any Security Document to satisfy any Canadian Secured Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor or Grantor (the “Claiming ~~Guarantor~~Party”) shall not have been fully indemnified by the applicable Canadian Borrower as provided in Section 6.01, the Contributing ~~Guarantor~~ Party shall indemnify the Claiming ~~Guarantor~~ Party in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing ~~Guarantor~~ Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section ~~7.16~~7.14, the date of the supplement hereto executed and delivered by such ~~Guarantor~~Guarantor or Grantor). Any Contributing ~~Guarantor~~ Party making any payment to a Claiming ~~Guarantor~~ Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming ~~Guarantor~~ Party under Section 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (Resolute Forest Products Inc.), Intercreditor Agreement (AbitibiBowater Inc.)

Contribution and Subrogation. Each Guarantor (other than Holdings) (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6.03 hereof) that, in the event a payment shall be made by any other Guarantor (other than Holdings) hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor (other than Holdings and the Borrower) shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~6.01 hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 hereof to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Claires Stores Inc), Guarantee and Collateral Agreement (Claires Stores Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6(c)) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Guaranteed Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the applicable Borrower as provided in Section ~~6.01~~6(a), the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~5.10(d) of the Credit Agreement, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 6(b) shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 6(a) to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (Vici Properties Inc.), First Lien Credit Agreement (CAESARS ENTERTAINMENT Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.15, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Intercreditor Agreement (Hawkeye Holdings, Inc.), Intercreditor Agreement (Hawkeye Holdings, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) ~~the greater of the book value or~~ the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Ikaria, Inc.), Guarantee and Collateral Agreement (Deltek, Inc)

Contribution and Subrogation. Each Guarantor (other than Holdings) (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~9.03 hereof) that, in the event a payment shall be made by any other Guarantor (other than Holdings) hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor (other than Holdings and the Borrower) shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~9.01 hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~9.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 8.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 8.01 hereof to the extent of such payment.

Appears in 2 contracts

Samples: Current Asset Revolving Facility Guarantee And (Quality Distribution Inc), Fixed Asset Revolving Facility Guarantee And (Quality Distribution Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~5.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.15, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 5.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 5.01 to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (ConvergeOne Holdings, Inc.), Guarantee and Collateral Agreement (Forum Merger Corp)

Contribution and Subrogation. ~~Each~~ Subject to Section 2.07, each Guarantor (other than Parent) (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6.03 hereof) that, in the event a payment shall be made by any other Guarantor (other than Parent) hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor (other than Parent and the Borrower) shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~6.01 hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 hereof to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Smart & Final Stores, Inc.), Guarantee and Collateral Agreement (Smart & Final Stores, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~9) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party~~under this Agreement, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~7, the Contributing Guarantor shall, to the extent the Claiming Guarantor shall not have been so indemnified by the Borrower, indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such ~~payment or (ii) the greater of the book value or the fair market value of such assets~~payment, ~~as the case may be, in each case~~ multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 22, the date of the Supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~22, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 8 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 7 to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee and Contribution Agreement (Convergys Corp), Guarantee and Contribution Agreement (Convergys Corp)

Contribution and Subrogation. Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under the Guarantee Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by ~~the Borrower~~ JCISA as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (Jafra Cosmetics International Sa De Cv), Indemnity, Subrogation and Contribution Agreement (Jafra Cosmetics International Sa De Cv)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party,~~ under this Agreement and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~8, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment ~~or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case~~ multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date ~~hereof~~ hereof, excluding any Guarantor which has been released from this Agreement in accordance with Section 12 of this Agreement (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~21, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 9 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 8 to the extent of such payment.

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (International Speedway Corp), Subsidiary Guaranty Agreement (International Speedway Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document~~ under the Guarantee Agreement to satisfy a claim of the Administrative Agent or any ~~Obligation owed to any Secured Party,~~ Lender and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Company as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment ~~or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case~~ multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (Valspar Corp), 364 Day Credit Agreement (Valspar Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party,~~ under the Guaranty Agreement and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Sponsor as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 2 contracts

Samples: Loan Facility Agreement and Guaranty (Ruby Tuesday Inc), Loan Facility Agreement and Guaranty (Ruby Tuesday Inc)

Contribution and Subrogation. Each Guarantor (a ~~“Contributing Guarantor”~~"CONTRIBUTING GUARANTOR") agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under the Guarantee Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any ~~Obligation owed to any Secured Party,~~ secured party and such other Guarantor (the ~~“Claiming Guarantor”~~"CLAIMING GUARANTOR") shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 1 contract

Samples: Revolving Credit Agreement (Amsurg Corp)

Contribution and Subrogation. Each Subsidiary Guarantor (a ~~“Contributing Guarantor”~~"CONTRIBUTING GUARANTOR") agrees (subject to ~~Section 6.03~~SECTION 1.06 above) that, in the event a payment shall be made by any other Subsidiary Guarantor ~~hereunder in respect of any Obligation,~~ under this Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any ~~Security~~ Collateral Document to satisfy a claim of any ~~Obligation owed to any Secured Party,~~ Finance Party and such other Subsidiary Guarantor (the ~~“Claiming Guarantor”~~"CLAIMING GUARANTOR") shall not have been fully indemnified by the ~~Borrower~~ Borrowers as provided in ~~Section 6.01~~SECTION 2.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction the numerator of which ~~the numerator~~ shall be the net worth of the Contributing Guarantor on the date ~~hereof~~ that the obligation(s) supporting such claim were incurred under this Agreement and the denominator of which shall be the aggregate net worth of all the Subsidiary Guarantors on ~~the~~ such date ~~hereof~~ (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to ~~Section 7.16~~SECTION 5.11, the date of the ~~supplement hereto~~ Accession Agreement executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this ~~Section 6.02~~ SECTION 2.02 shall be subrogated to the rights of such Claiming Guarantor under ~~Section 6.01~~ SECTION 2.01 to the extent of such payment.

Appears in 1 contract

Samples: Brooks Pharmacy, Inc.

Contribution and Subrogation. Each Subsidiary Guarantor (a “"Contributing Guarantor”") agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Subsidiary Guarantor ~~hereunder in respect of any Obligation,~~ under the Subsidiary Guarantee Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any Security Document to satisfy ~~any Obligation owed to~~ a claim of any Secured ~~Party,~~ Party and such other Subsidiary Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 1 contract

Samples: Subrogation and Contribution Agreement (Century Maintenance Supply Inc)

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~1.06 above) that, ~~in the event~~ if a payment shall be made by any other Subsidiary Guarantor ~~hereunder in respect of any Obligation,~~ under this Agreement or assets of any other Subsidiary Guarantor shall be sold pursuant to any ~~Security~~ Collateral Document to satisfy a claim of any ~~Obligation owed to any Secured Party,~~ Finance Party and such other Subsidiary Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~2.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction the numerator of which ~~the numerator~~ shall be the net worth of the Contributing Guarantor on the date ~~hereof~~ that the obligation(s) supporting such claim were incurred under this Agreement and the denominator of which shall be the aggregate net worth of all the Subsidiary Guarantors on ~~the~~ such date ~~hereof~~ (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section ~~7.16~~5.11, the date of the ~~supplement hereto~~ Accession Agreement executed and delivered by such Subsidiary Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 2.01 to the extent of such payment.

Appears in 1 contract

Samples: Guaranty (Verifone Systems, Inc.)

Contribution and Subrogation. Each Guarantor (other than Holdings) (a “Contributing Guarantor”) agrees (subject to ~~Section 6.03~~‎Section 6.03 hereof) that, in the event a payment shall be made by any other Guarantor (other than Holdings) hereunder in respect of any ~~Obligation,~~ Guaranteed Obligation or assets of any other Guarantor (other than Holdings) shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any ~~Secured Party,~~ Guaranteed Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Borrowers as provided in ~~Section 6.01~~‎Section 6.01 hereof, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors (other than Holdings) on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to ~~Section 7.16~~‎Section 7.16 hereof, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this ~~Section~~ ‎Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under ~~Section~~ ‎Section 6.01 hereof to the extent of such payment.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Zurn Water Solutions Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Secured Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Secured Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~5.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 5.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 5.01 to the extent of such payment.

Appears in 1 contract

Samples: Intercreditor Agreement (CDW Finance Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~6(c)) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~6(a), the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as ~~the case may be~~applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of ~~the~~ such Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~5.10(d) of the Credit Agreement, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 6(b) shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 6(a) to the extent of such payment.

Appears in 1 contract

Samples: Credit Agreement (Caesars Acquisition Co)

Contribution and Subrogation. Each Guarantor (a “"Contributing Guarantor”") agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any ~~Obligation,~~ Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured ~~Party,~~ Party and such other Guarantor (the “"Claiming Guarantor”") shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Credit Agreement (Spheris Operations Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~3) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under the Guarantee Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy ~~any Obligation owed to~~ a claim described in Section 1 of any Secured ~~Party,~~ Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the applicable Borrower or CCSC as provided in ~~Section 6.01~~Sec tion 1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~12, the date of the ~~supplement~~ Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 1 to the extent of such payment.

Appears in 1 contract

Samples: Subrogation and Contribution Agreement (Crown Cork & Seal Co Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation, or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section ~~6.01~~5.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 5.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 5.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (CDW Finance Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~1.06) that, in the event a payment shall be made by any other Guarantor ~~hereunder in respect of any Obligation,~~ under this Agreement or assets of any other Guarantor shall be sold pursuant to any ~~Security~~ Collateral Document to satisfy a claim of any ~~Obligation owed to any Secured Party,~~ Finance Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the ~~Borrower~~ Borrowers as provided in Section ~~6.01~~2.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to ~~(i)~~ the amount of such payment or ~~(ii)~~ the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction the numerator of which ~~the numerator~~ shall be the net worth of the Contributing Guarantor on the date ~~hereof~~ that the obligation(s) supporting such claim were incurred under this Agreement and the denominator of which shall be the aggregate net worth of all the Guarantors on ~~the~~ such date ~~hereof~~ (or, in the case of any Guarantor becoming a party hereto pursuant to Section ~~7.16~~5.10, the date of the ~~supplement hereto~~ Accession Agreement executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 2.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 2.01 to the extent of such payment.. Table of Contents ARTICLE III

Appears in 1 contract

Samples: Security Agreement (MKS Instruments Inc)

Contribution and Subrogation. Each European Guarantor (a “Contributing Guarantor”) agrees (subject to Section ~~6.03~~3.03) that, in the event a payment shall be made by any other European Guarantor hereunder in respect of any Secured Obligation, or assets of any other European Guarantor shall be sold pursuant to this Agreement or any Security Document to satisfy any Secured Obligation owed to any Secured Party, and such other European Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the European Borrower as provided in Section ~~6.01~~3.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the European Guarantors on the date hereof (or, in the case of any European Guarantor becoming a party hereto pursuant to Section ~~7.16~~4.14, the date of the supplement hereto executed and delivered by such European Guarantor). Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section ~~6.02~~ 3.02 shall be subrogated to the rights of such Claiming Guarantor under Section ~~6.01~~ 3.01 to the extent of such payment.

Appears in 1 contract

Samples: Foreign Subsidiary Guarantee (Tower Automotive, LLC)

Common use of Contribution and Subrogation Clause in Contracts