Common use of Indemnity and Subrogation Clause in Contracts

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 3), UCAR and the Borrower agree that (a) in the event a payment shall be made by any Subsidiary Guarantor under the Guarantee Agreement, UCAR and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any applicable security agreement or similar instrument or agreement to satisfy a claim of any Secured Party, UCAR and the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Appears in 1 contract

Samples: Indemnity, Subrogation (Ucar International Inc)

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Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law Law (but subject to Section 31.06 above), UCAR and the Borrower agree agrees that (ai) in the event if a payment shall be made by any Subsidiary Guarantor under the Guarantee this Agreement, UCAR and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (bii) in the event if any assets of any Subsidiary Guarantor shall be sold pursuant to any applicable security agreement or similar instrument or agreement Collateral Document to satisfy a claim of any Secured Finance Party, UCAR and the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Appears in 1 contract

Samples: Guaranty (Verifone Systems, Inc.)

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 3), UCAR and the Borrower agree agrees that (a) in the event a payment shall be made by any Subsidiary Guarantor under the Subsidiary Guarantee Agreement, UCAR and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any applicable security agreement or similar instrument or agreement Security Document to satisfy a claim of any Secured Party, UCAR and the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Appears in 1 contract

Samples: Subrogation and Contribution Agreement (Century Maintenance Supply Inc)

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 33.03), UCAR and the Borrower agree agrees that (a) in the event a payment shall be made by any Subsidiary Guarantor under the Guarantee this Agreement, UCAR and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any applicable security agreement or similar instrument or agreement Security Document to satisfy in whole or in part a claim of any Secured Guaranteed Party, UCAR and the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Appears in 1 contract

Samples: Guarantee Agreement (Alion Science & Technology Corp)

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law Law (but subject to Section 32.06 above), UCAR and the Borrower agree agrees that (a) in the event a payment shall be made by any Subsidiary Guarantor under the Guarantee this Agreement, UCAR and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any applicable security agreement or similar instrument or agreement Collateral Document to satisfy a claim of any Secured Finance Party, UCAR and the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Appears in 1 contract

Samples: Credit Agreement (Amag Pharmaceuticals Inc.)

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 36.03), UCAR and the Borrower agree agrees that (a) in the event a payment of an obligation shall be made by any Subsidiary Guarantor under the Guarantee this Agreement, UCAR and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to this Agreement or any applicable security agreement or similar instrument or agreement other Security Document to satisfy a claim of in whole or in part an obligation owed to any Secured Party, UCAR and the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Appears in 1 contract

Samples: Term Loan Guarantee and Collateral Agreement (Sirius Xm Radio Inc.)

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 36.03), UCAR and the Borrower agree Issuer agrees that (a) in the event a payment shall be made by any Subsidiary Guarantor under the Guarantee this Agreement, UCAR and the Borrower Issuer shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to this Agreement or any applicable security agreement or similar instrument or agreement other Security Document to satisfy in whole or in part a claim of any Secured Party, UCAR and the Borrower Issuer shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (TRM Corp)

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 3), UCAR and the Borrower agree agrees that (a) in the event a payment shall be made by any Subsidiary Guarantor under the Guarantee Agreement, UCAR and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any applicable security agreement or similar instrument or agreement Security Document to satisfy a claim of any Secured Party, UCAR and the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Appears in 1 contract

Samples: Credit Agreement (Burlington Industries Inc /De/)

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Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 36.03), UCAR and the Borrower agree agrees that (a) in the event a payment shall be made by any Subsidiary Guarantor (other than Parent Holdings) under the Guarantee this Agreement, UCAR and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Subsidiary Guarantor (other than Parent Holdings) shall be sold pursuant to this Agreement or any applicable security agreement or similar instrument or agreement other Security Document to satisfy in whole or in part a claim of any Secured Party, UCAR and the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Rentech Inc /Co/)

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law Law (but subject to Section 32.06 above), UCAR and the Borrower agree agrees that (a) in the event a payment shall be made by any Subsidiary Guarantor under the Guarantee this Agreement, UCAR and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any applicable security agreement or similar instrument or agreement Collateral Document to satisfy a claim of any Secured Finance Party, UCAR and the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Appears in 1 contract

Samples: Credit Agreement (Sucampo Pharmaceuticals, Inc.)

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law Law (but subject to Section 3SECTION 1.07 above), UCAR and each of the Borrower agree Borrowers agrees that (ai) in the event a payment shall be made by any Subsidiary Guarantor under the Guarantee this Agreement, UCAR each of the Borrowers shall, jointly and the Borrower shall severally, indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (bii) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any applicable security agreement or similar instrument or agreement Collateral Document to satisfy a claim of any Secured Finance Party, UCAR the Borrowers shall, jointly and the Borrower shall severally, indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Appears in 1 contract

Samples: Brooks Pharmacy, Inc.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 3), UCAR GrafTech and the Borrower agree that (a) in the event a payment shall be made by any Subsidiary Guarantor under the Guarantee Agreement, UCAR GrafTech and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to any applicable security agreement or similar instrument or agreement to satisfy a claim of any Secured Party, UCAR GrafTech and the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Appears in 1 contract

Samples: Indemnity, Subrogation and Contribution Agreement (Graftech International LTD)

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but subject to Section 3), UCAR and the Borrower agree agrees that (a) in the event a payment shall be made by any Subsidiary Guarantor under the Senior Subsidiary Guarantee Agreement, UCAR and the Borrower shall indemnify such Subsidiary Guarantor for the full amount of such payment and such Subsidiary Guarantor shall be subrogated to the rights of the person Person to whom such payment shall have been made to the extent of such payment and (b) in the event and to the extent any assets of any Subsidiary Guarantor shall be sold pursuant to any applicable security agreement or similar instrument or agreement Senior Collateral Document to satisfy a claim of any Senior Secured Party, UCAR and the Borrower shall indemnify such Subsidiary Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Appears in 1 contract

Samples: Subrogation and Contribution Agreement (Rite Aid Corp)

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