Contribution; Subrogation. No Borrower shall have any rights of contribution or subrogation with respect to any other Borrower as a result of payments made by it hereunder, in each case unless and until the Total Revolving Loan Commitment and all Letters of Credit have been terminated and all Obligations have been paid in full in cash.
Contribution; Subrogation. In the event that the Notes are guaranteed by one or more Subsidiary Guarantors or other Persons (such Subsidiary Guarantor or Subsidiary Guarantors, together with any other Person that guarantees the Notes and the Guarantor, the “Notes Guarantors”), the Notes Guarantors shall agree that in order to provide for just and equitable contribution among the Notes Guarantors, in the event any payment or distribution is made by any Notes Guarantor under its Guarantee or Subsidiary Guarantee, as applicable, such Notes Guarantor will be entitled to a contribution from any other Notes Guarantor in a pro rata amount based on the net assets of each Notes Guarantor determined in accordance with GAAP. The Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by the Guarantor pursuant to its Guarantee; provided, however, that if an Event of Default has occurred and is continuing, the Guarantor shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under the Indenture or the Notes shall have been paid in full.
Contribution; Subrogation. No Borrower shall exercise any rights of contribution or subrogation with respect to any other Borrower as a result of payments made by it hereunder, in each case unless and until (i) the Commitments and all Letters of Credit have been terminated and (ii) all of the Obligations have been paid in full in cash. To the extent that any Foreign Loan Party or any U.S. Loan Party shall be required to pay a portion of the Obligations which shall exceed the amount of loans, advances or other extensions of credit received by such Loan Party and all interest, costs, fees and expenses attributable to such loans, advances or other extensions of credit, then such Loan Party shall be reimbursed by the other Loan Parties for the amount of such excess, subject to the restrictions of the previous sentence. This Section 2.17(e) is intended only to define the relative rights of the Loan Parties, and nothing set forth in this Section 2.17(e) is intended or shall impair the obligations of each Loan Party to pay its Obligations as and when the same shall become due and payable in accordance with the terms hereof.
Contribution; Subrogation. No Borrower shall exercise any rights of contribution or subrogation with respect to any other Borrower as a result of payments made by it hereunder, in each case unless and until (a) the Total Revolving Loan Commitment and all Letters of Credit have been terminated (or have been cash collateralized or backstopped by another letter of credit, in either case on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders (which arrangements, in any event, shall require such cash collateral or backstop letter of credit to be in a stated amount equal to not more than 102% of the aggregate Stated Amount of all Letters of Credit outstanding at such time)) and (b) all of the Obligations have been paid in full in cash (other than any indemnities or other contingent payment obligations of the Credit Parties set forth in the Credit Documents and reimbursement obligations under Section 13.01 which, in either case are not then due and payable). To the extent that any Dutch Credit Party or U.S. Credit Party shall be required to pay a portion of the Obligations which shall exceed the amount of loans, advances or other extensions of credit received by such Credit Party and all interest, costs, fees and expenses attributable to such loans, advances or other extensions of credit, then such Credit Party shall be reimbursed by the other Credit Parties within its group (Dutch or U.S.) for the amount of such excess, subject to the restrictions of the previous sentence. This Section 14.05 is intended only to define the relative rights of Credit Parties, and nothing set forth in this Section 14.05 is intended or shall impair the obligations of each Credit Party to pay the Obligations as and when the same shall become due and payable in accordance with the terms hereof.
Contribution; Subrogation. No Borrower shall exercise any rights of contribution or subrogation with respect to any other Borrower as a result of payments made by it hereunder, in each case unless and until (i) the Total Commitment and all Letters of Credit have been terminated and (ii) all of the Loan Document Obligations have been paid in full in cash. To the extent that any Canadian Loan Party or U.S. Loan Party shall be required to pay a portion of the Loan Document Obligations which shall exceed the amount of loans, advances or other extensions of credit received by such Loan Party and all interest, costs, fees and expenses attributable to such loans, advances or other extensions of credit, then such Loan Party shall be reimbursed by the other Loan Parties within its group (Canadian or U.S.) for the amount of such excess, subject to the restrictions of the previous sentence. This Section 14.05 is intended only to define the relative rights of Loan Parties, and nothing set forth in this Section 14.05 is intended or shall impair the obligations of each Loan Party to pay the Loan Document Obligations as and when the same shall become due and payable in accordance with the terms hereof.
Contribution; Subrogation. The Co-Borrowers desire to allocate among themselves, in a fair and equitable manner, their obligations arising under the Loan Documents. Accordingly, in the event any payment or distribution is made by a Co-Borrower under any Loan Document (a “Funding Obligor”) that exceeds its Fair Share (as defined below), that Funding Obligor shall be entitled to a contribution from the other Co-Borrower in the amount of such Co-Borrower’s Fair Share Shortfall (as defined below), with the result that all such contributions will cause each Co-Borrower’s Aggregate Payments (as defined below) to equal its Fair Share. “Fair Share” means, with respect to a Co-Borrower as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined below) with respect to such Co-Borrower to (y) the aggregate of the Adjusted Maximum Amounts with respect to all Co-Borrowers, multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Obligors under the Loan Documents in respect of the Obligations. “Fair Share Shortfall” means, with respect to a Co-Borrower as of any date of determination, the excess, if any, of the Fair Share of such Co-Borrower over the Aggregate Payments of such Co-Borrower. “Adjusted Maximum Amount” means, with respect to a Co-Borrower as of any date of determination, the maximum aggregate amount of the obligations of such Co-Borrower under the Loan Documents, in each case determined in accordance with the provisions hereof and thereof (including the provisions of Section 2.21); provided that, solely for purposes of calculating the Adjusted Maximum Amount with respect to any Co-Borrower for purposes of this Section, the assets or liabilities arising by virtue of any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Co-Borrower. “Aggregate Payments” means, with respect to a Co-Borrower as of any date of determination, the aggregate amount of all payments and distributions made on or before such date by such Co-Borrower in respect of the Loan Documents (including, in respect of this Section or any similar provision contained in any other Loan Documents). The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Obligor. The allocation among Co-Borrowers of their obligations as set forth in this Section shall not be construed in any ...
Contribution; Subrogation. In order to provide for just and equitable contribution among the Guarantors, in the event any payment or distribution is made by any Guarantor under a Guarantee, such Guarantor will be entitled to a contribution from any other Guarantor in a pro rata amount based on the net assets of each Guarantor determined in accordance with GAAP. Each Guarantor shall be subrogated to all rights of Holders against Mylan Inc. in respect of any amounts paid by any Guarantor pursuant to its Guarantee; provided, however, that if an Event of Default has occurred and is continuing, the applicable Guarantor shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by Mylan Inc. under the Indenture or the Notes shall have been paid in full.
Contribution; Subrogation. No Obligor shall exercise any rights of contribution or subrogation with respect to any other Obligor as a result of payments made by it hereunder, in each case unless and until (i) the Total Commitment and all Letters of Credit have been terminated and (ii) all of the Secured Obligations have been paid in full in cash; provided that so long as no Event of Default exists (it being understood solely for this purposes an Event of Default will not exist if any Obligor makes the full payment owing by another Obligor), the foregoing shall not restrict the right of any Obligor to request reimbursement from any other Obligor in respect of payments made by it hereunder in respect of such other Obligor’s obligations hereunder or the right of such other Obligor to repay the party requesting repayment.
Contribution; Subrogation. No Credit Party shall have any rights of contribution or subrogation with respect to any other Credit Party as a result of payments made by it hereunder, in each case unless and until (i) the Total Revolving Loan Commitment, and in the case of a U.S. Borrower, all Letters of Credit have been terminated and (ii) all of the Obligations have been paid in full in cash.
Contribution; Subrogation. (a) To the extent that any U.S. Borrower shall make a payment or payments under this Agreement of all or any of the U.S. Revolver Obligations relating to U.S. Revolving Loans and/or Swingline Loans (with all such payments by any U.S. Borrower being herein called “U.S. Borrower Revolver Payments”) which, taking into account all other U.S. Borrower Revolver Payments then previously or concurrently made by the other U.S. Borrowers, exceeds the amount which such U.S. Borrower would otherwise have paid if each U.S. Borrower had paid its Revolving Loan Percentage of the aggregate U.S. Revolver Obligations satisfied by U.S. Borrower Revolver Payments, then, following the indefeasible payment in full in cash of all of the Obligations and the termination of the Commitments, such U.S. Borrower shall entitled to receive contribution and indemnification payments from, and be reimbursed by, the other U.S. Borrowers for the amount of such excess.
(b) To the extent that any U.S. Borrower shall make a payment or payments under this Agreement or any of the other Loan Documents of all or any of the U.S. Revolver Obligations relating to Letters of Credit issued for the benefit of any other U.S. Borrower (or its respective creditors, customers, suppliers, etc.), then the respective U.S. Borrower shall, following the indefeasible payment in full in cash of all of the Obligations and the termination of the Commitments, be entitled to receive contribution and indemnification from, and be reimbursed by, the other U.S. Borrowers for the amount of each such payment (it being understood that if each U.S. Borrower has made payments of the type described above with respect to Obligations relating to Letters of Credit issued for the benefit of the other U.S. Borrowers (or its respective creditors, customers, suppliers, etc.), then the amounts so paid by each U.S. Borrower shall be netted in determining the amount of contribution and indemnification owed by each U.S. Borrower to the other U.S. Borrowers pursuant to this clause (b)).
(c) As used herein, the “Revolving Loan Percentage” of each U.S. Borrower shall be a percentage the numerator of which is the aggregate proceeds of Revolving Loans and Swingline Loans actually received by such U.S. Borrower on or after the Effective Date plus the LC Exposure with respect to Letters of Credit issued for the account of such U.S. Borrower and the denominator of which is the sum of the numerators as used in determining the Revolving Percentage f...
