General Subordination Sample Clauses

General Subordination. Genesis and each of the Non-Genesis Stockholders acknowledge and agree that the Subordinated Obligations are and shall be subordinate and subject in right of payment to the prior indefeasible payment in full in cash of the Senior Obligations to the extent, and in the manner, set forth in this Article V. Genesis agrees that it shall not, and shall not cause, permit or suffer any Affiliate of Genesis to, impair in any manner the rights of the Senior Creditors to enforce or otherwise receive the benefits of the subordination set forth in this Article V.
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General Subordination. Each Guarantor covenants and agrees that after the occurrence of an Event of Default all Indebtedness, claims and liabilities then or thereafter owing by any Borrower or any other Obligor to such Guarantor whether arising hereunder or otherwise shall be subordinated to the prior payment in full of the Obligations and shall be so subordinated as a claim against such Obligor or any of its assets, whether such claim be in the ordinary course of business or in the event of voluntary or involuntary liquidation, dissolution, insolvency or bankruptcy, so that no payment with respect to any such Indebtedness, claim or liability will be made or received while any such Event of Default exists.
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General Subordination. In the event of insolvency (which term includes bankruptcy (faillissement / faillite), winding-up (vereffening / liquidation)) and judicial reorganization (gerechtelijk reorganisatie / réorganisation judiciaire) of the Issuer, any amount due or overdue in respect of the Class B Notes will:
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General Subordination. The Company and the Investor acknowledge and agree that the Subordinated Obligations are and shall be subordinate and subject in right of payment to the prior indefeasible payment in full in cash of the Senior Obligations and the termination of the Commitments to the extent, and in the manner, set forth herein. The Company agrees that it shall not, and shall not cause, permit or suffer any Affiliate of the Company to, impair in any manner the rights of the Senior Creditors to enforce or otherwise receive the benefits of the subordination set forth in this Agreement.
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General Subordination. Each Tenant in Common hereby agrees that this Agreement and all rights, options, privileges and remedies of each Tenant in Common arising from or relating to this Agreement or by operation of law as tenants-in-common, including, without limitation, any rights of first refusal or purchase options with respect to another Tenant in Common’s interest in the Property and any other similar rights, and any rights of indemnification, whether available under this Agreement, the Management Agreement, or otherwise, are subject to and fully subordinate to the Loan, Deed of Trust and the other documents evidencing the Loan and the rights and obligations of the parties to the Loan (collectively, the “Loan Documents”) , and the terms and conditions thereof and liens created thereby, including, without limitation, all present or future advances under the Loan Documents and all renewals, extensions, amendments, modifications, substitutions and/or supplements thereto. In addition to and without in any way limiting the foregoing, each of the undersigned Tenants in Common hereby subordinates any and all indebtedness owed to it by any other Tenant in Common to the rights of Lender under the Deed of Trust and the other Loan Documents, and the terms and conditions thereof and liens created thereby. So long as the Loan, or any portion thereof, is outstanding, no Tenant in Common shall exercise any rights and remedies, including, without limitation, any rights of subrogation, contribution, reimbursement, or indemnity whatsoever, against any other Tenant in Common, nor shall any Tenant in Common seek any right of recourse to or with respect to the assets or property of any other Tenant in Common, the Property, or any collateral for the Loan, the Tenants in Common until 95 days after payment in full of the Loan; provided, however, the foregoing shall not prevent any Tenant in Common from requesting from the other Tenant in Common any payment, reimbursement, contribution or indemnity that may be due to it (and similarly shall not prohibit the payment of such sum by the other Tenant in Common) so long as (i) no suit or other legal proceeding is filed in connection therewith, (ii) no lien is asserted or filed in connection therewith, (iii) any such payment is made solely out of cash flow from the Property remaining after payment of all ten-current obligations under the Loan Documents, and (iv) no default then exists under the Loan Agreement.
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General Subordination. The Subordinate Rights and Interests are hereby, and shall be and shall continue to be, absolutely and unconditionally subject and subordinate in all respects and for all purposes, including without limitation in the priority of lien and in the right of payment, to the Senior Rights and Interests. Without limitation, all of the terms, covenants and conditions of the Subordinate Documents are hereby, and shall be and shall continue to be, absolutely and unconditionally subordinate in all respects to all of the terms, covenants and conditions of the Senior Documents. The provisions of this Agreement shall apply, notwithstanding the availability of other collateral to Senior Lender, and notwithstanding the actual date and time of execution, delivery, recordation, filing or perfection of the Senior Security Documents or the Subordinate Security Documents.
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General Subordination. (a) Anything contained in this Guaranty to the contrary notwithstanding, the obligations of the Guarantor hereunder shall be subordinate and junior, to the extent set forth in the following paragraphs (A), (B), (C) and (D), to all Senior Indebtedness of the Guarantor. "Senior Indebtedness" shall mean the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all reasonable fees, reimbursement and indemnity obligations, and all other obligations arising in connection with, any indebtedness for borrowed money of the Guarantor, contingent or otherwise, now outstanding or created, incurred, issued, assumed or guaranteed in the future, for which, in the case of any particular indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such indebtedness shall not be subordinate in right of payment to any other indebtedness of the Guarantor. Without limiting the generality of the foregoing, Senior Indebtedness shall include all Obligations (under and as defined in the Credit Agreement); notwithstanding the foregoing, Senior Indebtedness shall include only such Obligations until such time as the same are paid in full in cash and all obligations to provide financial accommodations under the Credit Agreement have terminated. For purposes of this Guaranty, "Credit Agreement" shall mean the Loan and Agreement, dated as of May 30, 1997, as amended, by and among the Guarantor, JBI Holding Company, Inc., Morse Shoe, Inc., GBFC, Inc., Fleet National Baxx xxd the financial institutions party thereto as Lenders, together with any agreement entered into in connection with the restatement, renewal, extension, restructuring, refunding or refinancing of the Liabilities (under and as defined in the Credit Agreement) together with any agreement entered into with any person which provides revolving or term credit to replace or supplement the "Revolving Credit" and the "Term Loan" within the meaning of the Credit Agreement..
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Related to General Subordination

  • 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:

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

  • Agreement of Subordination The Company covenants and agrees, and each holder of Notes issued hereunder by its acceptance thereof likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article Four, and each Person holding any Note, whether upon original issue or upon registration of transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions. The payment of the principal of, premium, if any, and interest (including Liquidated Damages, if any) on all Notes (including, but not limited to, the redemption price with respect to the Notes called for redemption in accordance with Section 3.2 or submitted for redemption in accordance with Section 3.5, as the case may be, as provided in this Indenture) issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. No provision of this Article Four shall prevent the occurrence of any default or Event of Default hereunder.

  • Payment Subordination Except as otherwise expressly provided in this Agreement, all of Junior Lender’s rights to payment of the Junior Loan (including, but not limited to, payment of principal, interest, and prepayment fees) and the obligations evidenced by the Junior Loan Documents are hereby subordinated to all of Senior Lender’s rights to payment by Borrower of the Senior Loan and the obligations secured by the Senior Loan Documents, including any Protective Advances by the Senior Lender. If a Proceeding shall have occurred or a Continuing Senior Loan Event of Default shall have occurred and be continuing, then (i) Junior Lender shall not accept or receive payments (including, without limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) from Borrower, from the Premises or from any other source unless all obligations under the Senior Loan Documents are paid, and (ii) Senior Lender shall be entitled to receive payment and performance in full of all amounts due or owing from Borrower or guarantor before Junior Lender is entitled to receive any payment on account of the Junior Loan. All payments or distributions upon or with respect to the Junior Loan which are received by Junior Lender contrary to the provisions of this Agreement shall be received and held in trust by the Junior Lender for the benefit of Senior Lender and shall be paid over to Senior Lender in the same form as so received (with any necessary endorsement) to be applied to (in the case of cash), or held as collateral for (in the case of non-cash property or securities), the payment or performance of the Senior Loan in accordance with the terms of the Senior Loan Documents. Nothing contained herein shall prohibit the Junior Lender from making Protective Advances (and adding the amount thereof to the principal balance of the Junior Loan) notwithstanding the existence of a default under the Senior Loan at such time. Notwithstanding anything to the contrary contained in this Agreement, including, without limitation, Section 9(a), so long as a Proceeding has not occurred or a Continuing Senior Loan Event of Default is not outstanding, Junior Lender may accept payments of any amounts due and payable from time to time that Borrower is obligated to pay to Junior Lender in accordance with the terms and conditions of the Junior Loan Documents and Junior Lender shall have no obligation to pay over to Senior Lender any such amounts. Prior to commencing any Enforcement Action, Junior Lender shall (i) give the Senior Lender written notice of the default which would permit Junior Lender to commence such Enforcement Action, (ii) obtain Senior Lender’s prior written consent, which consent may be granted or withheld in Senior Lender’s sole and absolute discretion, to such Enforcement Action, and (iii) provide Senior Lender with copies of any and all material notices, pleadings, agreements, motions and briefs served upon, delivered to or with any party to any Enforcement Action and otherwise keep Senior Lender reasonably apprised as to the status of any Enforcement Action. In the event of a casualty to the buildings or improvements constructed on any portion of the Premises or a condemnation or taking under a power of eminent domain of all or any portion of the Premises, Senior Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). If (x) the amount of the Award is in excess of all amounts owed to Senior Lender under the Senior Loan Documents, however, and (y) either the Senior Loan has been paid in full or Borrower is entitled to a remittance of same under the Senior Loan Documents other than to repair or restore the Premises, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Senior Loan Documents, be paid to or at the direction of Junior Lender, unless other Persons have claimed the right to such Award, in which case Senior Lender shall only be required to provide notice to Junior Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Senior Lender shall continue to hold such excess Award until Senior Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Senior Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Senior Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Senior Loan Documents in order to repair and restore the Premises in accordance with the terms and provisions of the Senior Loan Documents. Any portion of the Award made available to the Borrower for the repair or restoration of the Premises shall not be subject to attachment by Junior Lender.

  • No Impairment of Subordination No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.

  • SUBORDINATION OF NOTES Section 11.01.

  • 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.

  • Trust Moneys Not Subordinated Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article 8 by the Trustee for the payment of principal of and interest on the Securities shall not be subordinated to the prior payment of any Senior Indebtedness of the Company or subject to the restrictions set forth in this Article 10, and none of the Securityholders shall be obligated to pay over any such amount to the Company or any holder of Senior Indebtedness of the Company or any other creditor of the Company.

  • NO SUBORDINATION There is no agreement, indenture, contract or instrument to which Borrower is a party or by which Borrower may be bound that requires the subordination in right of payment of any of Borrower's obligations subject to this Agreement to any other obligation of Borrower.

  • 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.

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