Common use of Contribution; Subordination Clause in Contracts

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.

Appears in 1 contract

Samples: Guarantee and Security Agreement (Unova Inc)

AutoNDA by SimpleDocs

Contribution; Subordination. Each Guarantor (a "Contributing GuarantorCONTRIBUTING 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 GuarantorCLAIMING 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 19 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 19 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.

Appears in 1 contract

Samples: Guarantee and Security Agreement (Unova Inc)

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 Borrower or any Subsidiary of such Borrower (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 13as of December 31, 2000 2005 (or, in the case of any Guarantor becoming a party hereto pursuant to Section 26 14 after such datethe Effective Date, the end of the fiscal quarter most recently ended before the date of the Security Agreement Supplement hereto executed and delivery delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors on November 13, 2000 such amounts (or, in the case of any Guarantor becoming a party hereto pursuant to Section 26 after without duplication) for all such date, the date of the Supplement hereto executed and delivered by such Guarantor)Guarantors. 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.

Appears in 1 contract

Samples: Guarantee and Security Agreement (Ryerson Inc.)

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 Borrower or any Subsidiary of such Borrower (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 13as of December 31, 2000 2003 (or, in the case of any Guarantor becoming a party hereto pursuant to Section 26 14 after such datethe Effective Date, the end of the fiscal quarter most recently ended before the date of the Security Agreement Supplement hereto executed and delivery delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors on November 13, 2000 such amounts (or, in the case of any Guarantor becoming a party hereto pursuant to Section 26 after without duplication) for all such date, the date of the Supplement hereto executed and delivered by such Guarantor)Guarantors. 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.

Appears in 1 contract

Samples: Security Agreement (Ryerson Tull Inc /De/)

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