Contribution Obligations. (a) Each Credit Party hereby subordinates any claims, including any right of payment, subrogation, contribution and indemnity, that it may have from or against any other Credit Party, and any successor or assign of any other Credit Party, including any trustee, receiver or debtor-in-possession, howsoever arising, due or owing or whether heretofore, now or hereafter existing, to the prior payment in full of all of the Obligations (other than contingent indemnification obligations for which no claim has been made) in cash and termination of all Commitments; provided, unless an Event of Default shall then exist, the foregoing shall not prevent or prohibit the repayment of intercompany accounts and loans, or intercompany asset transfers, among the Credit Parties in the ordinary course of business.
(b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, to the extent the joint obligations of any Credit Party shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or Federal law relating to fraudulent conveyances or transfers) then the obligations of each Credit Party hereunder shall be limited to the maximum amount that is permissible under applicable law (whether Federal or state and including, without limitation, the Bankruptcy Code), after taking into account, among other things, such Credit Party’s right of contribution and indemnification from each other Credit Party under this Agreement or applicable law.
(c) The provisions of this Section 10.19 are made for the benefit of the Lenders and their respective successors and permitted assigns, and may be enforced by any such Person from time to time against any of the Credit Parties as often as occasion therefor may arise and without requirement on the part of any Lender first to marshal any of its claims or to exercise any of its rights against any of the other Credit Parties or to exhaust any remedies available to it against any of the other Credit Parties or to resort to any other source or means of obtaining payment of any of the Obligations or to elect any other remedy. The provisions of this Section 10.19 shall remain in effect until the payment in full of all of the Obligations (other than contingent indemnification obligations for which no claim has been made) in cash and termination of all Commitments. If at any time, any payment, or any part thereof, made in respect of any of t...
Contribution Obligations. If the indemnification provided for in this Article 4 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements, actions or omissions which resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
Contribution Obligations. In the event that any Guarantor (the "Funding Guarantor") shall make any payment or payments under this Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations hereunder, each other Guarantor (each, a "Contributing Guarantor") hereby agrees to contribute to the Funding Guarantor an amount equal to such Contributing Guarantor's pro rata share of such Payment or payments made, or losses suffered, by such Funding Guarantor determined by reference to the ratio of (a) the amount, expressed in Dollars, of the percentage of each such Contributing Guarantor's Net Assets (without giving effect to any right to receive any contribution or subrogation or obligation to make any contribution hereunder), to (b) the sum of the Net Assets of all Guarantors (including the Funding Guarantor) hereunder (without giving effect to any right to receive contribution or subrogation hereunder or any obligation to make any contribution hereunder); provided, that the Contributing Guarantor shall not be obligated to make any such payment to the Funding Guarantor if the Contributing Guarantor is not Solvent at the time of such contribution or if the Contributing Guarantor would be rendered not Solvent as a result thereof. Nothing in this Section 6 shall affect each Guarantor's several liability for the entire amount of the Guaranty Obligations, subject only to the limitations set forth in Section 6. For the purposes of this Section 6, (x) the "Net Assets" of any Guarantor shall mean the highest amount, as of any Determination Date, by which (A) the aggregate present fair saleable value of the assets of such Guarantor exceeds (B) the amount of all the debts and liabilities of such Guarantor (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder), and (y) "Determination Date" shall mean each of (1) the Closing Date, (2) the date of commencement of a case under Title 11 of the Code in which a Guarantor is a debtor, and (3) the date enforcement hereunder is sought with respect to such Guarantor. Each Funding Guarantor covenants and agrees that its right to receive any contribution from any Contributing Guarantor hereunder shall be subordinated and junior in right of payment in full of all of the Guaranty Obligations.
Contribution Obligations. Contributor shall make, or cause to be made, Contributions:
(i) to Borrower from time to time, within five Business Day following receipt of written demand by Borrower, in an amount equal to the amount required to satisfy Borrower’s obligations set forth in Section 4.1.1(A) of the Credit Agreement (such aggregate amounts contributed or to be contributed, the “Eligible Contract Price Contribution Commitment”);
(ii) to Borrower, within five Business Day following receipt of written notice from Hermes Agent (A) of a payment made or to be made by Hermes Agent of any portion of the Hermes Guarantee Fee Shortfall, in an amount equal to such portion of the Hermes Guarantee Fee Shortfall or (B) that Hermes Agent shall not, or shall not be permitted to, exercise its right to request Advances pursuant to clause (2) of Section 2.3.3(C) for application to any portion of the Hermes Guarantee Fees, in an amount equal to such portion of the Hermes Guarantee Fees; and
(iii) upon receipt of written demand therefor from Administrative Agent (acting at the instruction of the Required Lenders) following the occurrence and during the continuance of an Event of Default, in an amount equal to the sum of the Eligible Contract Price Contribution Commitment (as reduced by the amount of Contributions made from time to time pursuant to clause (i) above).
Contribution Obligations. Any Employer who is excused, relieved or not obligated to remit contributions to any of the Funds provided for in this Agreement, by reason of any agreement ruling of any tribunal or court, or for any other reason, shall be required instead to make the equivalent hourly contribution(s) Institute. to the Painters & Allied Trades District Council No. 35 Finishing Trades
Contribution Obligations. 2(e) Gain Sharing; Revenue Adjustment ........................ 3.7
Contribution Obligations. No Limited Partner, as a limited partner of the Partnership, shall be required to contribute any capital to the Partnership other than as provided in this Article III, except that if a Limited Partner has received the return, by Cash distribution or otherwise, of the whole or part of such Limited Partner's Capital Contribution, the Limited Partner will remain liable to the Partnership, to the extent provided under the Delaware Limited Partnership Law, for any sums (not in excess of the Capital Contribution so returned) necessary to discharge the Partnership's liabilities to all creditors who extended credit or whose claims arose before such return.
Contribution Obligations. (a) If a Guarantor is required to make any Payment and Performance, and should such Guarantor not be reimbursed by Borrower after notice as provided for in Section 3(b) above (or should it be prohibited from giving such notice or securing, receiving or retaining such reimbursement by the terms of a Guaranty, by any stay or injunction or by any other means), then the Guarantor making the Payment and Performance shall be entitled to contribution from the other Guarantors in an amount equal to the Payment and Performance; provided however that the liability of any Guarantor for any Payment and Performance shall not exceed such Guarantor’s pro-rata share of such liability (such obligation, a “Pro-Rata Share”). For purposes hereof, the Pro Rata Shares of the Guarantors shall be as follows: HMG 1/3 Kislak 1/3 Pxxxx 1/3 By way of example only and not limitation, assuming that the principal amount of the unpaid loan were $10,000,000 and only that amount was claimed by the Lender under a Guaranty, the respective maximum liability of each of the Guarantors (which, in the case of Dxxx, shall mean and include Pxxxx) would be as follows: (a) HMG - $3,333,333.33; (b) Kislak - $3,333,333.33 and (c) Pxxxx - $3,333,333.33. If HMG were compelled to pay a Payment and Performance in the amount of $9,000,000, Kislak and Pxxxx would be each liable to reimburse HMG for $3,000.000.00 pursuant to the terms hereof.
(b) Each contribution payment due hereunder shall be due and payable to the Guarantor having made the Payment and Performance within ten (10) business days of the date of a written notice from such paying Guarantor, which notice shall describe the amount of the Payment and Performance by such Guarantor and the dollar amount of the Pro-Rata Share then due from each of the other Guarantors.
Contribution Obligations. After ISGC has completed its Initial Earn-In, the parties shall contribute to future Exploration and Development Work Expenditures in accordance with their respective participating interests as prescribed in the Mining Venture Agreement.
Contribution Obligations. In the event that CVC makes any payment of Belden Damages to the Belden Indemnitees pursuant to Section 10.2(a) or Section 10.4(a) or otherwise incurs any expenses (including reasonable attorneys' and accountants' fees) in connection with its indemnification obligation under such Sections (collectively, "CVC Indemnity Damages"), each of the other Ultimate Owners shall pay to CVC an amount equal to the CVC Indemnity Damages multiplied by such Ultimate Owner's Ultimate Ownership Percentage (or in the case of CCT Partners II L.P., 11.81%). Each Ultimate Owner's payment obligations hereunder shall be payable upon written notice from CVC setting forth in reasonable detail the amount of the CVC Indemnity Damages and the amount payable to CVC pursuant to this Section 10.9. The payment of Indemnity Damages to CVC as contemplated by this Section 10.9 shall have no impact on the application of the General Cap, the Tax Cap, the Basket or the other provisions of Article X.
