Common use of Contribution and Subrogation Clause in Contracts

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.02) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation (the “Claiming Party”), the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Appears in 13 contracts

Samples: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.), Credit Agreement (Owens & Minor Inc/Va/)

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Contribution and Subrogation. Each Guarantor Subsidiary Party (a “Contributing Party”) agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Obligation and such other Subsidiary Party (the “Claiming Party”)) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Guarantee Agreement Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Appears in 9 contracts

Samples: First Lien Guarantee Agreement (TransFirst Inc.), Second Lien Guarantee Agreement (TransFirst Inc.), Credit Agreement (West Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation and such other Guarantor (the “Claiming Party”)) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Appears in 7 contracts

Samples: Credit Agreement (Performance Food Group Co), Parent Guaranty (Pinnacle Foods Inc.), Guaranty (Freescale Semiconductor Holdings I, Ltd.)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.02) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation (the “Claiming Party”), the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement hereto executed and delivered by such Guarantor)payment. Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Appears in 4 contracts

Samples: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp), Credit Agreement (Wyndham Destinations, Inc.), Credit Agreement (Wyndham Destinations, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.02) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation (the “Claiming Party”)) hereunder in respect of any Guaranteed Obligations or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Guaranteed Party, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such paymentpayment or 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 Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Guarantee Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.145.13, the date of the Guaranty Supplement hereto executed and delivered by such Guarantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Appears in 4 contracts

Samples: Credit Agreement (Blue Buffalo Pet Products, Inc.), Guarantee Agreement (Blue Buffalo Pet Products, Inc.), Guarantee Agreement (Blue Buffalo Pet Products, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.02Sections 2.07 and 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Obligations (other than any such payment made by any Borrower in respect of its Direct Borrower Obligations) and such other Guarantor (the “Claiming Party”)) shall not have been fully indemnified by the applicable Borrower, the as provided in Section 3.01, such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the such Contributing Party on the date hereof Effective Date and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof Effective Date (or, in the case of any Guarantor Contributing Party becoming a party hereto pursuant to Section 4.145.12, the date of the Guaranty Supplement hereto executed and delivered by such GuarantorContributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee Agreement (Amcor PLC), Guarantee Agreement (Amcor PLC)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.028.6) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligated Group Obligation and such other Guarantor (the “Claiming Party”)) shall not have been fully indemnified by Borrower as provided in Section 8.4 or in accordance with applicable law, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.148.7, the date of the Guaranty Supplement joinder hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 8.5 shall (subject to Section 8.6) be subrogated to the rights of such Claiming Party to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Heartland Express Inc)

Contribution and Subrogation. Each Guarantor Subsidiary Party (a “Contributing Party”) agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Obligation and such other Subsidiary Party (the “Claiming Party”)) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (Orbitz Worldwide, Inc.), Guaranty (Encore Medical, L.P.)

Contribution and Subrogation. Each Guarantor Grantor (a “Contributing Party”) agrees (subject to Section 3.025.02) that, in the event a payment shall be made by assets of any other Guarantor hereunder in respect of any Obligation Grantor (the “Claiming Party”)) shall be sold pursuant to any Collateral Document to satisfy any Secured Obligation owed to any Secured Party, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount greater of the book value or the fair market value of such paymentassets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor Grantor becoming a party hereto pursuant to Section 4.146.14, the date of the Guaranty Security Agreement Supplement hereto executed and delivered by such GuarantorGrantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 5.01 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Appears in 2 contracts

Samples: Second Lien Security Agreement, Second Lien Security Agreement (Heinz H J Co)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligation and such other Guarantor (the “Claiming Party”)) shall not have been fully indemnified by the applicable Guarantor as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement 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 4.14, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment.

Appears in 2 contracts

Samples: Guarantee Agreement (Usg Corp), Guarantee Agreement (Usg Corp)

Contribution and Subrogation. Each Guarantor Subsidiary Party (a “Contributing Party”) agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Obligation and such other Subsidiary Party (the “Claiming Party”)) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor Subsidiary Party becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Guarantee Agreement Supplement hereto executed and delivered by such GuarantorSubsidiary Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Appears in 2 contracts

Samples: Credit Agreement (Targa Resources Investments Inc.), Credit Agreement (Targa Resources Investments Inc.)

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Party”) agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Obligation Obligations and such other Subsidiary Guarantor (the “Claiming Party”)) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the such Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement hereto executed and delivered by such Guarantor)Contributing Party. Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall (subject to Section 3.03) be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Concentrix Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation and such other Guarantor (the “Claiming Party”)) shall not have been fully indemnified by the Borrowers as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Appears in 1 contract

Samples: Credit Agreement (Performance Food Group Co)

Contribution and Subrogation. Each Guarantor (each being called a “Contributing Party”) agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation and such other Guarantor (the “Claiming Party”)) shall not have been fully indemnified by the applicable Borrower as provided in Section 3.01, the such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such paymentpayment (the “Indemnified Amount”), in each case multiplied by a fraction of which the numerator shall be the net worth of the such Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor Contributing Party becoming a party hereto pursuant to Section 4.144.12, the date of the Guaranty Supplement supplement hereto executed and delivered by such GuarantorContributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall (subject to Section 3.03) be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment.

Appears in 1 contract

Samples: Credit Agreement (Olin Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation and such other Guarantor (the “Claiming Party”)) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment.

Appears in 1 contract

Samples: Credit Agreement (Usg Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”"CONTRIBUTING PARTY") agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation and such other Guarantor (the “Claiming Party”)"CLAIMING PARTY") shall not have been fully indemnified by the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee Agreement (Usg Corp)

Contribution and Subrogation. Each Guarantor Grantor (a “Contributing Party”) agrees (subject to Section 3.024.02) that, in the event a payment shall be made by assets of any other Guarantor hereunder in respect of any Obligation Grantor (the “Claiming Party”)) shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount greater of the book value or the fair market value of such paymentassets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor Grantor becoming a party hereto pursuant to Section 4.145.14, the date of the Guaranty Collateral Agreement Supplement hereto executed and delivered by such GuarantorGrantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 4.01 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Appears in 1 contract

Samples: Credit Agreement (Lmi Aerospace Inc)

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Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation (the “Claiming Party”)) hereunder in respect of any Guaranteed Obligations or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Guaranteed Party, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such paymentpayment or 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 Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.145.13, the date of the Guaranty Supplement hereto executed and delivered by such Guarantorother date). Any The limitations pursuant to Section 2.03 shall apply mutatis mutandis with regard to any obligations of a Contributing Party making any payment to a Claiming Party pursuant to under this Section 3.01 shall be subrogated to the rights of such Claiming Party to the extent of such payment3.02.

Appears in 1 contract

Samples: Master Guarantee Agreement (TAMINCO ACQUISITION Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.02) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation (the “Claiming Party”), the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator de- nominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Appears in 1 contract

Samples: Security Agreement (Epicor Software Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.02) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation (the “Claiming Party”), the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.144.14 hereto, the date of the Guaranty Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Appears in 1 contract

Samples: Credit Agreement (Candela Medical, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.026.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation and such other Guarantor (the “Claiming Party”)) shall not have been fully indemnified by the Borrowers as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.147.14, the date of the Guaranty Supplement supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 6.02 shall be subrogated to the rights of such Claiming Party under Section 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee Agreement (Mac-Gray Corp)

Contribution and Subrogation. Each Guarantor Subsidiary Party (a “Contributing Party”) agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Obligation and such other Subsidiary Party (the “Claiming Party”)) shall not have been fully indemnified by the applicable Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Guarantee Agreement Supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

Appears in 1 contract

Samples: Guarantee Agreement (Sungard Data Systems Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligation and such other Guarantor (the “Claiming Party”)) shall not have been fully indemnified by the applicable Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement 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 4.14, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee Agreement (Usg Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.02Sections 2.07 and 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Guaranteed Obligations and such other Guarantor (the “Claiming Party”)) shall not have been fully indemnified as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.145.13, the date of the Guaranty 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 such Guarantor, such other date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment.

Appears in 1 contract

Samples: Third Amendment (Broadcom LTD)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation in respect of which the Contributing Party is liable hereunder and such other Guarantor (the “Claiming Party”)) shall not have been fully indemnified by the Company as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such paymentpayment or 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 Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof Guarantors liable for such Obligation (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.145.13, the date of the Guaranty Supplement supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall (subject to Section 3.03) be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee Agreement (Harman International Industries Inc /De/)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation and such other Guarantor (the “Claiming Party”)) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.14, the date of the Guaranty Supplement 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 4.14, the date of the supplement hereto executed and delivered by such Guarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall (subject to Section 3.03) be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee Agreement (Belo Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.023.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation Obligations and such other Guarantor (the “Claiming Party”)) shall not have been fully indemnified as provided in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment, in each case payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.13, the date of the Supplement executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 4.145.11, the date of the Guaranty Supplement hereto executed and delivered by such Guarantorother date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.01 3.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee Agreement (Fathom Digital Manufacturing Corp)

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