Common use of Contribution and Subrogation Clause in Contracts

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations or assets of any other Guarantor (other than the Borrower) shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party 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 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 Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, such other date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment.

Appears in 3 contracts

Samples: Term Guarantee Agreement (Installed Building Products, Inc.), Term Guarantee Agreement (Installed Building Products, Inc.), Term Guarantee Agreement (Builders FirstSource, Inc.)

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Contribution and Subrogation. Each Guarantor Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 3.036.03 hereof) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Secured Obligations Guarantor Obligation, or assets of any other Guarantor (other than the Borrower) Subsidiary Loan Party shall be sold pursuant to any Term Security Document to satisfy any Secured Loan Obligation owed to any Secured Party and such other Guarantor Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.016.01 hereof, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may beapplicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Party Parties on the date hereof (or, in the case of any Guarantor Subsidiary Loan Party becoming a party hereto pursuant to Section 5.137.16 hereof, the date of the 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 5.13, such other dateSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such payment.

Appears in 3 contracts

Samples: Guarantee and Collateral Agreement (Realogy Group LLC), Term Loan Agreement (Realogy Group LLC), Guarantee and Collateral Agreement (Realogy Holdings Corp.)

Contribution and Subrogation. Each Guarantor Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Subsidiary Loan Party shall be sold pursuant to any Term Security Loan Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 Guarantors Subsidiary Loan Parties on the date hereof (or, in the case of any Guarantor Subsidiary Loan Party or Subsidiary Loan Party becoming a party hereto pursuant to Section 5.137.13, the date of the supplement hereto executed and delivered by such other dateSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 3 contracts

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

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Grantor shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may beapplicable, 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 Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 5.137.14, the date of the supplement hereto executed and delivered by such other dateGuarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 3 contracts

Samples: Guarantee and Collateral Agreement (US Oncology Holdings, Inc.), Guarantee and Collateral Agreement (Ameripath Inc), Guarantee and Collateral Agreement (St. Louis Pharmaceutical Services, LLC)

Contribution and Subrogation. Each Guarantor Subsidiary Party (a “Contributing Party”) agrees (subject to Section 3.035.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations or assets of any other Guarantor (other than the Borrower) Subsidiary Party shall be sold pursuant to any Term Security Collateral Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the relevant Borrower as provided in Section 3.015.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 Guarantors 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 5.136.14, the date of the Security Agreement Supplement hereto executed and delivered by such other dateGrantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 5.02 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: Credit Agreement (Team Health Holdings Inc.), Security Agreement (Sungard Data Systems Inc)

Contribution and Subrogation. Each Guarantor Subsidiary Party (a “Contributing Party”) agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Subsidiary Party shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 Guarantors Subsidiary Parties on the date hereof (or, in the case of any Guarantor Subsidiary Party becoming a party hereto pursuant to Section 5.137.14, the date of the supplement hereto executed and delivered by such other dateSubsidiary Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Collateral and Guarantee Agreement (Encompass Health Corp), Collateral and Guarantee Agreement (Healthsouth Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section Sections 2.07 and 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations or assets of any other Guarantor (other than the Borrower) shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Guaranteed Party 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 or the greater of the book value or the fair market value of such assetspayment, 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 Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13such Guarantor, such other date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 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 (Vacasa, Inc.), Guarantee Agreement (EverCommerce Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Issuers as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.137.14, the date of the supplement hereto executed and delivered by such other dateGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall (subject to Section 6.03) be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 2 contracts

Samples: Security Agreement (Shea Homes Limited Partnership), Security Agreement (Vistancia Marketing, LLC)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section Sections 2.08 and 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations or assets of any other Guarantor (other than the Borrower) shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Guaranteed Party 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 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 Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, such other date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 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: Credit Agreement (Pathfinder Acquisition Corp), Guarantee Agreement (EverCommerce Inc.)

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Secured Guaranteed Obligations or assets of any other Subsidiary Guarantor (other than the Borrower) shall be sold pursuant to any Term Security Loan Document to satisfy any Secured Guaranteed Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Parent or the Borrower as provided in Section 3.01, the each Contributing Party shall indemnify the each Claiming Party in an amount equal to the amount of such payment or (the greater of the book value or the fair market value of such assets, as the case may be, in each case “Indemnified Amount”) 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 Guarantors Contributing Parties on the date hereof (or, in the case of any Guarantor Contributing Party becoming a party hereto pursuant to Section 5.135.12, the date of the Supplement hereto executed and delivered by such other dateContributing Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 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 (Noble Midstream Partners LP), Guarantee Agreement (Noble Midstream Partners LP)

Contribution and Subrogation. Each Guarantor Grantor other than the U.S. Borrower (a “Contributing Party”) agrees (subject to Section 3.035.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations or assets of any other Guarantor (Grantor other than the Borrower) U.S. Borrower shall be sold pursuant to any Term Security Collateral Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor Grantor (the “Claiming Party”) shall not have been fully indemnified by the U.S. Borrower as provided in Section 3.015.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 Guarantors 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 5.136.14, the date of the Security Agreement Supplement hereto executed and delivered by such other dateGrantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 5.02 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: Security Agreement (Nielsen Holdings B.V.), Security Agreement (Global Media USA, LLC)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Guaranteed Obligations or assets of any other Guarantor (other than the Borrower) shall be sold pursuant to any Term Security Document to satisfy any Secured Guaranteed Obligation owed to any Secured Guaranteed Party 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 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 Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, such other date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 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: Master Guarantee Agreement (Sra International Inc), Credit Agreement (Sra International Inc)

Contribution and Subrogation. Each Guarantor Subsidiary Party (a “Contributing Party”) agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Subsidiary Party shall be sold pursuant to any Term Security Collateral Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 Guarantors Subsidiary Parties on the date hereof (or, in the case of any Guarantor Subsidiary Party becoming a party hereto pursuant to Section 5.137.14, the date of the supplement hereto executed and delivered by such other dateSubsidiary Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Credit Agreement (Fleetcor Technologies Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations or assets of any other Guarantor (other than the Borrower) shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party 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 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 Effective Date (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 Guarantors on the date hereof Effective Date (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, such other date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 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 (Gogo Inc.)

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Grantor shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed Owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in in Section 3.01, 6.01 the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 5.137.14, the date of the supplement hereto executed and delivered by such other dateGuarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Ssa Global Technologies, Inc)

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Grantor shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrowers as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 5.137.14, the date of the supplement hereto executed and delivered by such other dateGuarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Mac-Gray Corp)

Contribution and Subrogation. Each Guarantor Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Subsidiary Loan Party shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower and Holdings as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 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 5.137.14, the date of the supplement hereto executed and delivered by such other dateSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hawaiian Telcom Communications, Inc.)

Contribution and Subrogation. Each Guarantor Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 3.035.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Subsidiary Loan Party shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured (other, in each case, than an Obligation for the incurrence of which such other Subsidiary Loan Party received fair and adequate consideration) and such other Guarantor Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.015.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 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 5.136.14, the date of the supplement hereto executed and delivered by such other dateSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 5.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 5.01 to the extent of such payment.

Appears in 1 contract

Samples: Abl Guarantee and Collateral Agreement (Spectrum Brands, Inc.)

Contribution and Subrogation. Each Guarantor Subsidiary Party (a "Contributing Party") agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Subsidiary Party shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor Subsidiary Party (the "Claiming Party") shall not have been fully indemnified by the Borrower as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 Guarantors Subsidiary Parties on the date hereof (or, in the case of any Guarantor Subsidiary Party becoming a party hereto pursuant to Section 5.137.14, the date of the supplement hereto executed and delivered by such other dateSubsidiary Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Collateral and Guarantee Agreement (Healthsouth Corp)

Contribution and Subrogation. Each Guarantor Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Subsidiary Loan Party shall be sold pursuant to any Term Security Document Document, including the Shared Collateral Agreement, to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower and Holdings as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 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 5.137.14, the date of the supplement hereto executed and delivered by such other dateSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hawaiian Telcom Communications, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations or assets of any other Guarantor (other than the Borrower) shall be sold pursuant to any Term Security Document to satisfy any Secured Guaranteed Obligation owed to any Secured Guaranteed Party 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 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 Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, such other date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 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: Master Guarantee Agreement (Interactive Data Holdings Corp)

Contribution and Subrogation. Each Guarantor Subsidiary Party (a “Contributing Party”) agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Secured Obligations Obligation guaranteed by the Contributing Party or assets of any other Guarantor (other than the Borrower) Subsidiary Party shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured guaranteed by the Contributing Party and such other Guarantor Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 Guarantors Subsidiary Parties that have guaranteed the applicable Obligation on the date hereof (or, in the case of any Guarantor Subsidiary Party becoming a party hereto pursuant to Section 5.137.14, the date of the supplement hereto executed and delivered by such other dateSubsidiary Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Symmetry Holdings Inc)

Contribution and Subrogation. Each Guarantor Subsidiary Party (a "Contributing Party") agrees (subject to Section 3.037.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Subsidiary Party shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor Subsidiary Party (the "Claiming Party") shall not have been fully indemnified by the Borrower as provided in Section 3.017.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 Guarantors Subsidiary Party on the date hereof (or, in the case of any Guarantor Subsidiary Party becoming a party hereto pursuant to Section 5.138.14, the date of the supplement hereto executed and delivered by such other dateSubsidiary Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 7.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 7.01 to the extent of such payment.

Appears in 1 contract

Samples: Collateral and Guarantee Agreement (Healthsouth Corp)

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Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations or assets of any other Guarantor (other than the Borrower) shall be sold pursuant to any Term ABL Security Document to satisfy any Secured Obligation owed to any Secured Party 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 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 Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, such other date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 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: Abl Guarantee Agreement (Builders FirstSource, Inc.)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.137.13, the date of the supplement hereto executed and delivered by such other dateGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Lannett Co Inc)

Contribution and Subrogation. Each Subsidiary Guarantor (a “Contributing Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Subsidiary Guarantor hereunder in respect of any Secured Loan Document Obligations or assets of any other Guarantor (other than the Borrower) Subsidiary Guarantor, shall be sold pursuant to any Term Security Loan Document to satisfy any Secured Loan Document Obligation owed to any Secured Party and such other Subsidiary Guarantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the each Contributing Party shall indemnify the such Claiming Party in an amount equal to the amount of such payment or the greater of the book value or and the fair market value of such assetsassets (the “Indemnified Amount”), 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 Subsidiary Guarantors on the date hereof (or, in the case of any Subsidiary Guarantor becoming a party hereto pursuant to Section 5.13, the date of the Supplement hereto executed and delivered by such Subsidiary 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 5.13, such other date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 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: Term Loan Credit Agreement (Tupperware Brands Corp)

Contribution and Subrogation. Each Guarantor (a “Contributing Party”) agrees (subject to Section Sections 2.07 and 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations or assets of any other Guarantor (other than the Borrower) shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation Obligations owed to any Secured Guaranteed Party 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 or the greater of the book value or the fair market value of such assetspayment, 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 Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13such Guarantor, such other date). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 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 (Vacasa, Inc.)

Contribution and Subrogation. Each Guarantor and Grantor (a "Contributing Party") agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Grantor shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor or Grantor (the "Claiming Party") shall not have been fully indemnified by the Borrower as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may beapplicable, 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 Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 5.137.14, the date of the supplement hereto executed and delivered by such other dateGuarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Select Specialty Hospital Topeka Inc)

Contribution and Subrogation. Each Guarantor (a “Contributing Contrib- uting Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations or assets of any other Guarantor (other than the Borrower) shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party 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 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 Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13, such other date). Any Contributing Party making any payment pay- ment to a Claiming Party pursuant to this Section 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: First Lien Guarantee Agreement (Sotera Health Co)

Contribution and Subrogation. Each Guarantor Subsidiary Party (a “Contributing Party”) agrees (subject to Section 3.035.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Party hereunder in respect of any Secured Obligations Canadian Obligation guaranteed by the Contributing Party or assets of any other Guarantor (other than the Borrower) Subsidiary Party shall be sold pursuant to any Term Security Document to satisfy any Secured Canadian Obligation owed to any Secured guaranteed by the Contributing Party and such other Guarantor Subsidiary Party (the “Claiming Party”) shall not have been fully indemnified as provided in Section 3.015.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 Guarantors Subsidiary Parties that have guaranteed the Canadian Obligation on the date hereof (or, in the case of any Guarantor Subsidiary Party becoming a party hereto pursuant to Section 5.136.15, the date of the supplement hereto executed and delivered by such other dateSubsidiary Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 5.01 to the extent of such payment.

Appears in 1 contract

Samples: Canadian Guarantee and Collateral Agreement (Symmetry Holdings Inc)

Contribution and Subrogation. Each Guarantor (a "Contributing Party") agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor (the "Claiming Party") shall not have been fully indemnified by the Borrower as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.137.14, the date of the supplement hereto executed and delivered by such other dateGuarantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Wix Filtration Media Specialists, Inc.)

Contribution and Subrogation. Each Guarantor Subsidiary Loan Party (a "Contributing Party") agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Subsidiary Loan Party shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor Subsidiary Loan Party (the "Claiming Party") shall not have been fully indemnified by the Borrower and Holdings as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 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 5.137.14, the date of the supplement hereto executed and delivered by such other dateSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Hawaiian Telcom Holdco, Inc.)

Contribution and Subrogation. Each Guarantor Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Subsidiary Loan Party shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured (other, in each case, than an Obligation for the incurrence of which such other Subsidiary Loan Party received fair and adequate consideration) and such other Guarantor Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 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 5.137.14, the date of the supplement hereto executed and delivered by such other dateSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Spectrum Brands, Inc.)

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Grantor shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may beapplicable, 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 Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 5.137.15, the date of the supplement hereto executed and delivered by such other dateGuarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Credit Agreement (AGA Medical Holdings, Inc.)

Contribution and Subrogation. Each Guarantor Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 3.035.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Subsidiary Loan Party shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured (other, in each case, than an Obligation for the incurrence of which such other Subsidiary Loan Party received fair and adequate consideration) and such other Guarantor Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.015.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment 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 Table of Contents 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 5.136.14, the date of the supplement hereto executed and delivered by such other dateSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 5.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 5.01 to the extent of such payment.

Appears in 1 contract

Samples: Abl Guarantee and Collateral Agreement (Spectrum Brands, Inc.)

Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing Party”) agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Secured Obligations Note Obligation or assets of any other Guarantor (other than the Borrower) Grantor shall be sold pursuant to any Term Security Collateral Document to satisfy any Secured Note Obligation owed to any Secured Party and such other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by Holdings as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may beapplicable, 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 Guarantors and Grantors on the date hereof (or, in the case of any Guarantor or Grantor becoming a party hereto pursuant to Section 5.138.06, the date of the supplement hereto executed and delivered by such other dateGuarantor or Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Vacasa, Inc.)

Contribution and Subrogation. Each Guarantor Subsidiary Loan Party (a “Contributing Party”) agrees (subject to Section 3.036.03) that, in the event a payment shall be made by any other Guarantor Subsidiary Loan Party hereunder in respect of any Secured Obligations Obligation or assets of any other Guarantor (other than the Borrower) Subsidiary Loan Party shall be sold pursuant to any Term Security Document to satisfy any Secured Obligation owed to any Secured (other, in each case, than an Obligation for the incurrence of which such other Subsidiary Loan Party received fair and adequate consideration) and such other Guarantor Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Company or the applicable Borrower as provided in Section 3.016.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may bemaybe, 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 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 5.137.14, the date of the supplement hereto executed and delivered by such other dateSubsidiary Loan Party). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 6.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 6.01 to the extent of such payment.

Appears in 1 contract

Samples: Credit Agreement (CHG Healthcare Services, Inc.)

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