Contribution; Subordination Sample Clauses

Contribution; Subordination. Each Borrower (a “Contributing Borrower”) agrees that when a payment shall be made by any other Borrower under the Loan Documents upon enforcement thereof (such other Borrower, the “Claiming Borrower”), the Contributing Borrower shall indemnify the Claiming Borrower in an amount equal to the amount of such payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Borrower on December 31, 2002 (or, with respect to any Borrower becoming a party hereto pursuant to Section 9.04, the date such Contributing Borrower became a Borrower) and the denominator shall be the aggregate net worth of all Borrowers on December 31, 2002 (or, in the case of any Borrower becoming a party hereto pursuant to Section 9.04, the date such Borrower became a Borrower). All rights of the Borrowers under this Section and any other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of all amounts payable by the Borrowers pursuant to the Loan Documents.
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Contribution; Subordination. Each Guarantor (a "Contributing Guarantor") agrees that, in the event a payment shall be made by any other Guarantor under this Agreement or assets of any other Guarantor shall be sold pursuant to this Agreement to satisfy a claim against any UNOVA Company (such other Guarantor, the "Claiming Guarantor"), the Contributing Guarantor shall indemnify the Claiming Guarantor 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 Guarantor on November 13, 2000 (or, in the case of any Guarantor becoming a party hereto pursuant to Section 26 after such date, the date of the Supplement hereto executed and delivery by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors on November 13, 2000 (or, in the case of any Guarantor becoming a party hereto pursuant to Section 26 after such date, the date of the Supplement hereto executed and delivered by such Guarantor). All rights of the Guarantors under this Section and any other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Secured Obligations.
Sample 1See All (4)
Contribution; Subordination. Each Subsidiary Debtor (a "CONTRIBUTING SUBSIDIARY Debtor") agrees that, in the event a payment shall be made by any other Subsidiary Debtor under this Agreement or under Article 9 of the Existing Agreement or assets of any other Subsidiary Debtor shall be sold pursuant to this Agreement to satisfy a claim against any Debtor (such other Subsidiary Debtor, the "CLAIMING SUBSIDIARY DEBTOR"), the Contributing Subsidiary Debtor shall indemnify the Claiming Subsidiary Debtor 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 Subsidiary Debtor on the date the Contributing Subsidiary Debtor becomes a party hereto and the denominator shall be the aggregate net worth of all the Subsidiary Debtors on the date the Contributing Subsidiary Debtor becomes a party hereto. All rights of the Subsidiary Debtors under this Section and any other rights of indemnity, contribution or subrogation under applicable law or otherwise not
Sample 1
Contribution; Subordination. All rights of the Subsidiary Guarantors of contribution and any other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash in satisfaction of the Obligations.
Sample 1
Contribution; Subordination. Each Canadian Grantor (a “Contributing Guarantor”) agrees that, in the event a payment shall be made by any other Canadian Grantor under this Agreement or assets of any other Canadian Grantor shall be sold pursuant to this Agreement to satisfy a claim against the relevant Canadian Grantor or any of its Canadian Subsidiaries (such other Canadian Grantor, the “Claiming Guarantor”) the Contributing Guarantor shall indemnify the Claiming Guarantor 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 Guarantor as of December 31, 2003 (or, in the case of any Canadian Grantor becoming a party hereto pursuant to Section 14 after the Effective Date, the end of the fiscal quarter most recently ended before the date of the Canadian Security Agreement Supplement executed and delivered by such Canadian Grantor and the denominator shall be the aggregate of all such amounts (without duplication) for all such Canadian Grantors. All rights of the Canadian Grantors under this Section and any other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Secured Obligations.
Sample 1

Related to Contribution; Subordination

  • Non-Subordination The Obligations are not subordinated in any way to any other obligations of Borrower or to the rights of any other Person.

  • Subrogation; Subordination Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Section 7.03(b)(ii) or 7.03(d) shall be subordinated to such Loan Party’s Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.

  • Payment Subordination (a) Notwithstanding the terms of the Subordinated Debt Documents, until the Senior Discharge Date, (i) all payments and distributions of any kind or character, whether in cash, property or securities, in respect of the Subordinated Debt are subordinated in right and time of payment to all payments in respect of the Senior Debt, and (ii) Subordinated Creditor will not demand, xxx for or receive from Borrower (and Borrower will not pay) any part of the Subordinated Debt, whether by payment, prepayment, distribution, setoff, or otherwise, or accelerate the Subordinated Debt.

  • Continuing Subordination The subordination provisions in this Deed constitute a continuing subordination and benefit the ultimate balance of the Senior Debt regardless of any intermediate payment or discharge of the Senior Debt in whole or in part.

  • After Subordination Period Available Cash with respect to any Quarter after the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5, subject to Section 17-607 of the Delaware Act, shall be distributed as follows, except as otherwise required by Section 5.6(b) in respect of additional Partnership Securities issued pursuant thereto:

  • Relation to Subordination Provisions Interest Drawings under the Liquidity Facilities and withdrawals from the Cash Collateral Accounts, in each case, in respect of interest on the Certificates of any Class, will be distributed to the Trustee for such Class of Certificates, notwithstanding Sections 2.01(b) and 3.02.

  • Lien Subordination Notwithstanding the date, manner or order of grant, attachment or perfection of any Junior Lien in respect of any Collateral or of any Senior Lien in respect of any Collateral and notwithstanding any provision of the UCC, any applicable law, any Security Document, any alleged or actual defect or deficiency in any of the foregoing or any other circumstance whatsoever, the Junior Representative, on behalf of each Junior Secured Party, in respect of such Collateral hereby agrees that:

  • Intercompany Subordination Agreement The Administrative Agent shall have received the Intercompany Subordination Agreement, duly executed and delivered by each Loan Party.

  • Subrogation and Subordination (a) Each Guarantor will not exercise any rights which it may have acquired by way of subrogation under this Guaranty Agreement, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Guaranty Agreement unless and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash.

  • Agreement to Pay; Subordination In furtherance of the foregoing and not in limitation of any other right that the Security Agent, the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each of the Guarantors hereby promises to and will forthwith pay, or cause to be paid, to the Security Agent, the Administrative Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Guaranteed Obligations. Upon payment by any Guarantor of any sums to the Security Agent, the Administrative Agent or any other Secured Party as provided above, all rights of such Guarantor against any Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Guaranteed Obligations. If any amount shall erroneously be paid to any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Security Agent or Administrative Agent (as applicable) to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement. Any right of subrogation of any Guarantor shall be enforceable solely after the indefeasible payment in full in cash of all the Guaranteed Obligations and solely against the Guarantors and the Borrower, and not against the Secured Parties, and neither the Security Agent, the Administrative Agent nor any other Secured Party shall have any duty whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any collateral securing or purporting to secure any of the Guaranteed Obligations for any purpose related to any such right of subrogation.

Time is Money Join Law Insider Premium to draft better contracts faster.