Common use of Contribution with Respect to Guaranteed Obligations Clause in Contracts

Contribution with Respect to Guaranteed Obligations. (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations and termination or expiry of all Commitments and Letters of Credit (or in the case of all Letters of Credit, full collateralization) on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 4 contracts

Samples: Credit Agreement (Stepan Co), Credit Agreement (Stepan Co), Credit Agreement (Stepan Co)

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Contribution with Respect to Guaranteed Obligations. (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations (other than obligations under any Swap Agreement or Banking Services Agreement, and other obligations expressly stated to survive such payment) satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations (other than obligations under any Swap Agreement or Banking Services Agreement, and termination or expiry of all Commitments and Letters of Credit (or in the case of all Letters of Credit, full collateralizationother obligations expressly stated to survive such payment) on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 4 contracts

Samples: Credit Agreement (Microchip Technology Inc), Guaranty (Microchip Technology Inc), Credit Agreement (Microchip Technology Inc)

Contribution with Respect to Guaranteed Obligations. (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnity obligations and termination or expiry Guaranteed Obligations in respect of all Commitments Swap Agreements and Letters of Credit (or in the case of all Letters of Credit, full collateralizationBanking Services Agreements) on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 4 contracts

Samples: Credit Agreement (Informatica Corp), Credit Agreement (Taleo Corp), Credit Agreement (Informatica Corp)

Contribution with Respect to Guaranteed Obligations. (Aa) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment after the Guarantor Payment and the Guaranteed Obligations (other than Unliquidated Obligations that have not yet arisen) have been indefeasibly paid in full in cash of the Guaranteed Obligations cash, and termination or expiry of all Commitments and Letters of Credit (have terminated or expired or, in the case of all Letters of Credit, full collateralization) are fully collateralized on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services AgreementsAgreements have terminated, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 3 contracts

Samples: Guaranty (Advisory Board Co), Guaranty (Advisory Board Co), Guaranty (Advisory Board Co)

Contribution with Respect to Guaranteed Obligations. (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s Allocable Amount” Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors (as determined immediately prior to the making of such Guarantor Payment), then, following indefeasible payment in full in cash of the Guaranteed Obligations (other than indemnities and termination or expiry of all Commitments other contingent obligations not then due and payable and as to which no claim has been made, and other than Letters of Credit (that have been cash collateralized in accordance with the provisions of the Credit Agreement or in the case of all Letters of Credit, full collateralization) on terms reasonably acceptable with respect to which other arrangements have been made that are satisfactory to the Administrative Agent, applicable Issuing Bank) and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 3 contracts

Samples: Credit Agreement (Hillenbrand, Inc.), Amendment and Restatement Agreement (Hillenbrand, Inc.), Credit Agreement (Hillenbrand, Inc.)

Contribution with Respect to Guaranteed Obligations. (Aa) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations Obligations, and termination or expiry of all Commitments and Letters of Credit (Facility LCs have terminated or expired or, in the case of all Letters of CreditFacility LCs, full collateralization) are fully collateralized on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 3 contracts

Samples: Guaranty (Encore Capital Group Inc), Guaranty (Abx Air Inc), Encore Capital Group Inc

Contribution with Respect to Guaranteed Obligations. (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s Allocable Amount” Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors (as determined immediately prior to the making of such Guarantor Payment), then, following indefeasible payment in full in cash of the Guaranteed Obligations (other than indemnities and termination or expiry of all Commitments other contingent obligations not then due and Letters of Credit (or in the case of all Letters of Credit, full collateralizationpayable and as to which no claim has been made) on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services AgreementsFacility, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 2 contracts

Samples: Private Shelf Agreement (Hillenbrand, Inc.), Private Shelf Agreement (Hillenbrand, Inc.)

Contribution with Respect to Guaranteed Obligations. (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations and termination or expiry of all Commitments and Letters of Credit (or in the case of all Letters of Credit, full collateralizationother than contingent indemnity obligations) on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services AgreementsAgreements (including all commitments thereunder and Letters of Credit issued pursuant thereto), such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 2 contracts

Samples: Credit Agreement (Zebra Technologies Corp), Credit Agreement (Zebra Technologies Corp/De)

Contribution with Respect to Guaranteed Obligations. (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations Obligations, and termination or expiry of all Commitments and Letters of Credit (have terminated or expired or, in the case of all Letters of Credit, full collateralization) are fully collateralized on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, Agreements such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 2 contracts

Samples: Credit Agreement (Fuller H B Co), Guaranty (Fuller H B Co)

Contribution with Respect to Guaranteed Obligations. (Aa) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations Obligations, and termination or expiry of all Commitments and Letters of Credit (have terminated or expired or, in the case of all Letters of Credit, full collateralization) are fully collateralized on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 2 contracts

Samples: Credit Agreement (Stepan Co), Encore Capital Group Inc

Contribution with Respect to Guaranteed Obligations. (Aa) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s 's “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations (other than Unliquidated Obligations that have not yet arisen), and termination or expiry of all Revolving Commitments, Swingline Commitments and Letters of Credit (have terminated or expired or, in the case of all Letters of Credit, full collateralization) are fully collateralized on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services AgreementsAgreement has terminated, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 2 contracts

Samples: Credit Agreement (CBL & Associates Properties Inc), Credit Agreement (CBL & Associates Properties Inc)

Contribution with Respect to Guaranteed Obligations. (Aa) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations (other than Unliquidated Obligations that have not yet arisen), and termination or expiry of all Commitments and Letters of Credit (have terminated or expired or, in the case of all Letters of Credit, full collateralization) are fully collateralized on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services AgreementsAgreements have terminated, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 2 contracts

Samples: Guaranty (American Medical Systems Holdings Inc), Guaranty (Priceline Com Inc)

Contribution with Respect to Guaranteed Obligations. (Aa) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations (other than contingent indemnification obligations and termination or expiry of all Commitments and Letters of Credit (or in the case of all Letters of Credit, full collateralization) on terms reasonably acceptable expense reimbursement obligations to the Administrative Agentextent that, and termination of the Credit Agreementin each case, the Swap Agreements and the Banking Services Agreementsno claims giving rise thereto have been asserted), such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 2 contracts

Samples: Guaranty (Wanxiang Group Corp), Guaranty (A123 Systems, Inc.)

Contribution with Respect to Guaranteed Obligations. (Aa) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations (other than Unliquidated Obligations that have not yet arisen), and termination or expiry of all Commitments and Letters of Credit (have terminated or expired or, in the case of all Letters of Credit, full collateralization) are fully collateralized on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services AgreementsAgreement has terminated, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Guaranty (Myr Group Inc.)

Contribution with Respect to Guaranteed Obligations. (Aa) To the extent that any Guarantor shall make a payment under this Guaranty of all or any of the Guaranteed Obligations (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other such Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor would otherwise have paid if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as that such Guarantor’s “Allocable Amount” Maximum Guaranty Amount (as defined below) (as determined in effect immediately prior to the making of such Guarantor Payment) bore to the aggregate Allocable Maximum Guaranty Amounts of each all of the Guarantors as determined in effect immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations and termination or expiry of all Commitments and Letters of Credit (or in the case of all Letters of Credit, full collateralization) on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services AgreementsCommitments, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each of the other Guarantor Guarantors for the amount of such excess, pro rata rata, based upon their respective Allocable Maximum Guaranty Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Assignment and Assumption (Kofax LTD)

Contribution with Respect to Guaranteed Obligations. (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations and termination of the Credit Agreement (other than any contingent indemnification or expiry of all Commitments similar contingent obligation not yet due and Letters of Credit (or in the case of all payable and, with respect to any Letters of Credit, full collateralization) on terms such Letters of Credit shall have been cash collateralized pursuant to arrangements reasonably acceptable satisfactory to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements), such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Credit Agreement (Qlogic Corp)

Contribution with Respect to Guaranteed Obligations. (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations (other than obligations expressly stated to survive such payment) satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations and termination or expiry of all Commitments and Letters of Credit (or in the case of all Letters of Credit, full collateralizationother than obligations expressly stated to survive such payment) on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Guaranty (Microchip Technology Inc)

Contribution with Respect to Guaranteed Obligations. (Aa) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations and (other than Unliquidated Obligations), termination or expiry expiration of all Commitments and Letters of Credit (or Facility LCs or, in the case of all Letters of CreditFacility LCs, full collateralization) collateralization on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, Agreement and satisfaction of all outstanding obligations under the Swap Agreements agreements evidencing Rate Management Transactions and the Banking agreements evidencing Cash Management Services Agreements(other than Unliquidated Obligations), such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Guaranty (Inventure Foods, Inc.)

Contribution with Respect to Guaranteed Obligations. (Aa) To the extent that any Guarantor shall make a payment under this Guaranty of all or any of the Guaranteed Obligations (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other such Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor would otherwise have paid if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as that such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) Maximum Guaranty Amount bore to the aggregate Allocable Maximum Guaranty Amounts of each all of the Guarantors as determined in effect immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations and termination or expiry of all Commitments and Letters of Credit (or in the case of all Letters of Credit, full collateralization) on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services AgreementsCommitments, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each of the other Guarantor Guarantors for the amount of such excess, pro rata rata, based upon their respective Allocable Maximum Guaranty Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Assignment and Assumption (Kofax LTD)

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Contribution with Respect to Guaranteed Obligations. (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnity obligations and termination or expiry Guaranteed Obligations in respect of all Commitments Swap Agreements and Letters of Credit (or in the case of all Letters of Credit, full collateralizationBanking Services Agreements) on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Credit Agreement (Electronic Arts Inc.)

Contribution with Respect to Guaranteed Obligations. (Aa) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations and (other than Unliquidated Obligations that have not yet arisen), termination or expiry expiration of all Commitments and Letters of Credit (or Facility LCs or, in the case of all Letters of CreditFacility LCs, full collateralization) collateralization on terms reasonably acceptable to the Administrative Agent, and the termination of the Credit Agreement, the Swap Agreements agreements evidencing Hedging Transactions and the Banking Services Agreementsagreements evidencing Funds Transfer and Deposit Account Liabilities, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Credit Agreement (Plexus Corp)

Contribution with Respect to Guaranteed Obligations. (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations (other than obligations under any Swap Agreement or Banking Services Agreement, and other obligations expressly stated to survive such payment) satisfied by such Guarantor Payment in the same proportion as such Guarantor’s 's “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations (other than obligations under any Swap Agreement or Banking Services Agreement, and termination or expiry of all Commitments and Letters of Credit (or in the case of all Letters of Credit, full collateralizationother obligations expressly stated to survive such payment) on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Credit Agreement (Microchip Technology Inc)

Contribution with Respect to Guaranteed Obligations. (A) 2.5.1 To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations (other than Unliquidated Obligations), and termination or expiry of all Commitments and Letters of Credit (have terminated or expired or, in the case of all Letters of Credit, full collateralization) on terms reasonably acceptable to the Administrative Agentare Cash Collateralized, and termination of the Credit Agreement, the Swap Agreements and the Banking Treasury Services AgreementsAgreements have terminated, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Guaranty and Collateral Agreement (Golden Entertainment, Inc.)

Contribution with Respect to Guaranteed Obligations. (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations Obligations, and termination or expiry of all Commitments and Letters of Credit (have terminated or expired or, in the case of all Letters of Credit, full collateralization) are fully collateralized on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, Agreement and the Swap Agreements and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Assignment and Assumption (Fuller H B Co)

Contribution with Respect to Guaranteed Obligations. (Aa) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations (other than Unliquidated Obligations that have not yet arisen), and termination or expiry of all Commitments and Letters of Credit (have terminated or expired or, in the case of all Letters of Credit, full collateralization) are fully collateralized on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements Contracts and the Banking Services AgreementsAgreements have terminated, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Credit Agreement (Dice Holdings, Inc.)

Contribution with Respect to Guaranteed Obligations. (Aa) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations (other than contingent indemnity obligations and termination or expiry Obligations in respect of Hedging Agreements), and all Commitments and Letters of Credit (have terminated or expired or, in the case of all Letters of Credit, full collateralization) are fully collateralized on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Guaranty (Inergy L P)

Contribution with Respect to Guaranteed Obligations. (Aa) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s Allocable Amount” Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations and (other than Unliquidated Obligations), termination or expiry expiration of all Commitments and Letters of Credit (or Facility LCs or, in the case of all Letters of CreditFacility LCs, full collateralization) collateralization on terms reasonably acceptable to the Administrative Designated Agent, and termination of the Credit Agreement, Agreement and satisfaction of all outstanding obligations under the Swap Agreements and the Banking Services Agreementsagreements evidencing Rate Management Transactions, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Credit Agreement (MDC Holdings Inc)

Contribution with Respect to Guaranteed Obligations. (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations (other than contingent indemnity obligations and Guaranteed Obligations in respect of Swap Agreements and Banking Services Agreements) satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations (other than contingent indemnity obligations and termination or expiry Guaranteed Obligations in respect of all Commitments and Letters of Credit (or in the case of all Letters of Credit, full collateralization) on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements) and the Commitments under the Loan Agreement shall have terminated or expired (in each case without any pending draw), such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Loan Agreement (NetApp, Inc.)

Contribution with Respect to Guaranteed Obligations. (A) 2.5.1 To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s Allocable Amount” (as defined below) Amount (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment Payment in full in cash Full of the Guarantor Payment and the Guaranteed Obligations Obligations, and termination or expiry of all Commitments and Letters of Credit (have terminated or expired or, in the case of all Letters of Credit, full collateralization) on terms reasonably acceptable to the Administrative Agentare Cash Collateralized, and termination of the Credit Agreement, the Swap Agreements and the Banking Treasury Services AgreementsAgreements have terminated, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Guaranty and Collateral Agreement (Stonemor Partners Lp)

Contribution with Respect to Guaranteed Obligations. (Aa) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Guaranteed Obligations (other than Unliquidated Obligations), and termination or expiry of all Commitments and Letters of Credit (have terminated or expired or, in the case of all Letters of Credit, full collateralization) are fully collateralized on terms reasonably acceptable to the Administrative Agent, and termination of the Credit Agreement, the Swap Agreements and the Banking Services AgreementsAgreement has terminated, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Guaranty (Kendle International Inc)

Contribution with Respect to Guaranteed Obligations. (A) To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guaranteed Obligations Obligations, and the termination or expiry expiration of all Commitments and Letters of Credit (or or, in the case of all Letters of Credit, full collateralization) until such Letters of Credit are fully cash collateralized on terms reasonably acceptable to as provided in the Administrative AgentCredit Agreement, and termination of the Credit Agreement, the Swap Agreements and the Banking Services Agreements, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Appears in 1 contract

Samples: Credit Agreement (Tennant Co)

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