Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part any Obligation, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 5 contracts
Samples: Guarantee and Collateral Agreement (Americold Realty Trust), Credit Agreement (Americold Realty Trust), Guarantee and Collateral Agreement (Americold Realty Trust)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligation, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 5 contracts
Samples: Credit Agreement (ChampionX Corp), Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Allegion PLC)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the each Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementAgreement in respect of any Obligation of such Borrower, the such Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligationan Obligation of a Borrower, the such Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 4 contracts
Samples: u.s. Guarantee and Collateral Agreement (TRW Automotive Holdings Corp), Guarantee and Collateral Agreement (Nalco Energy Services Equatorial Guinea LLC), Guarantee and Collateral Agreement (TRW Automotive Inc)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03 hereof), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementAgreement in respect of any Obligation of the Borrower, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligationan Obligation of the Borrower, the Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement (Nuance Communications, Inc.), Guarantee and Collateral Agreement (PQ Systems INC), Credit Agreement (Secure Computing Corp)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation an obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Loan Document to satisfy in whole or in part an obligation owed to any ObligationSecured Party, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Ami Celebrity Publications, LLC), Guarantee and Collateral Agreement (Ami Celebrity Publications, LLC), Guarantee and Collateral Agreement (Ami Celebrity Publications, LLC)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Secured Obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Secured Obligation, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 4 contracts
Samples: Credit Agreement (Shutterfly Inc), Guarantee and Collateral Agreement (Bz Intermediate Holdings LLC), Credit Agreement (Bz Intermediate Holdings LLC)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law Requirement of Law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor (other than the Borrower) under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligation, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 4 contracts
Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.035.03 in respect of any payment hereunder), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Guarantor or Grantor (other than the Borrower) shall be sold pursuant to this Agreement, the Pledge Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligation or any Shared Pledge Obligation, the Borrower shall indemnify such Guarantor or Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 3 contracts
Samples: Credit Agreement (NCR Corp), Guarantee and Pledge Agreement (NCR Corp), Credit Agreement (NCR Corp)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03 in respect of any payment hereunder), the Borrower agrees that (a) in the event a payment in respect of any Obligation obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part an Obligation owed to any ObligationSecured Party, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 3 contracts
Samples: Credit Agreement (Costar Group Inc), Credit Agreement (Costar Group Inc), Credit Agreement (Costar Group Inc)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.037(c)), the Borrower agrees and Parent agree that (ai) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementGuarantee in respect of any Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 (bii) in the event any assets of any Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement Guarantee or any other Collateral Security Document to satisfy in whole or in part any Obligationa Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 3 contracts
Samples: Guarantee Agreement (EVERTEC, Inc.), Guarantee Agreement (EVERTEC, Inc.), Guarantee Agreement (EVERTEC, Inc.)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law Requirements of Law (but subject to Section 5.032.07 above), the Holdings and each Borrower agrees agree that (ai) in the event if a payment in respect of any Obligation shall be made by any Guarantor (other than Holdings) under this Agreement, Holdings and the Borrower Borrowers shall jointly and severally indemnify such Guarantor for the full amount of such payment payment, and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part a claim of any ObligationSecured Party, the Borrower Borrowers shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 3 contracts
Samples: Guaranty (Steinway Musical Instruments Holdings, Inc.), Guaranty (Steinway Musical Instruments Holdings, Inc.), Guaranty (Steinway Musical Instruments Holdings, Inc.)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part any Obligation, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or and the fair market value of the assets so sold.
Appears in 3 contracts
Samples: Credit Agreement (Navistar International Corp), Credit Agreement (Navistar International Corp), Credit Agreement (Navistar International Corp)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementAgreement in respect of any Obligation, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any an Obligation, the Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value (as reasonably determined by the Borrower) of the assets so sold.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Secured Obligation shall be made by any Guarantor (other than the Borrower) under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Secured Obligation, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 3 contracts
Samples: Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.), Credit Agreement (Netscout Systems Inc)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.037(c)), the Borrower agrees that (ai) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementGuaranty in respect of any Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 (bii) in the event any assets of any Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligationa Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Delayed Draw Bridge Credit Agreement (Spirit AeroSystems Holdings, Inc.), Credit Agreement (Centurylink, Inc)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.037(c)), the Borrower agrees that (ai) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementGuarantee in respect of any Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 (bii) in the event any assets of any Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement Guarantee or any other Collateral Security Document to satisfy in whole or in part any Obligationa Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Guarantee Agreement (Great Wolf Resorts, Inc.), Guarantee Agreement (EVERTEC, Inc.)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor (other than the Borrower) under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligation, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Credit Agreement (Chemours Co), Credit Agreement (Chemours Co)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors Guarantor may have under applicable law (but subject to Section 5.03), the Guarantor and each Borrower agrees that (a) in the event a payment in respect of any Obligation the Obligations shall be made by any the Guarantor under this Agreement, the such Borrower or Borrowers, shall indemnify such the Guarantor for the full amount of such payment and such the 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part the Obligations of any ObligationBorrower under the Note, the such Borrower or Borrowers, shall indemnify such Grantor (other than if such Obligation is an obligation of such Grantor) in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Knowles Corp), Purchase and Sale Agreement (Knowles Corp)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.033.03), the each Borrower agrees that (a) in the event a payment in respect of any Obligation of such Borrower shall be made by any Guarantor under this Agreement, the such Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Loan Document to satisfy in whole or in part any ObligationObligation of such Borrower, the such Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Guarantee Agreement (Verisign Inc/Ca), Credit Agreement (Verisign Inc/Ca)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036(c)), the Borrower agrees that (ai) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementGuarantee in respect of any Obligation of the Borrower, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 (bii) in the event any assets of any Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement Guarantee or any other Collateral Security Document to satisfy in whole or in part any Obligationan Obligation of the Borrower, the Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Credit Agreement (Talos Energy Inc.), Credit Agreement (Talos Energy Inc.)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.033.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation of the Borrower shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Loan Document to satisfy in whole or in part any ObligationObligation of the Borrower, the Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Hess Midstream Partners LP), Revolving Credit Agreement (Hess Midstream Partners LP)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower Company agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor (other than the Company, if such Obligation is an obligation of the Company) under this Agreement, the Borrower Company shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any ObligationObligation of the Company, the Borrower Company (if such Obligation is an obligation of the Company) shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Credit Agreement (Diplomat Pharmacy, Inc.), Guarantee and Collateral Agreement (Diplomat 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 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Subsidiary Guarantor under this Agreement, 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligation, the Borrower shall indemnify such Subsidiary Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Credit Agreement (SVMK Inc.), Credit Agreement (SVMK Inc.)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.0310.09), the Borrower agrees Borrowers agree that (a) in the event a payment in respect of any Obligation an obligation shall be made by any Guarantor under this AgreementAgreement in respect of any Obligation, the Borrower shall Borrowers shall, jointly and severally, indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligationan obligation, the Borrower Borrowers shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Credit Agreement (Horizon Lines, Inc.), Credit Agreement (Horizon Lines, Inc.)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the Domestic Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementAgreement in respect of any Obligation of the Domestic Borrower, the Domestic Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligationan Obligation of the Domestic Borrower, the Domestic Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.), Domestic Guarantee and Collateral Agreement (Dresser-Rand Group Inc.)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03 in respect of any payment hereunder), the Borrower Company agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this Agreement, the Borrower Company shall indemnify such Guarantor for the full amount of such payment and such 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 Guarantor or Grantor (other than the Borrower) shall be sold pursuant to this Agreement, the Pledge Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligation or any Shared Pledge Obligation, the Borrower Company shall indemnify such Guarantor or Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Credit Agreement (NCR Corp), Guarantee and Collateral Agreement (NCR Corp)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any an Obligation shall be made by any Guarantor under this AgreementAgreement in respect of any Obligation, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any an Obligation, the Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Cumulus Media Inc), Guarantee and Collateral Agreement (Cumulus Media Inc)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementAgreement in respect of any Obligation of the Borrower, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor Pledgor 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligationan Obligation of the Borrower, the Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Credit Agreement (Affinion Loyalty Group, Inc.), Guarantee and Collateral Agreement (Affinion Loyalty Group, Inc.)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Secured Obligation shall be made by any other Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 other Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Secured Obligation, the Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value Fair Market Value of the assets so sold.
Appears in 2 contracts
Samples: Credit Agreement (Weight Watchers International Inc), Credit Agreement (Weight Watchers International Inc)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Grantors and Guarantors may have under applicable law (but subject to Section 5.037.03), the Company and each other Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementAgreement in respect of an Obligation of any Borrower, the Company and such Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Other Security Document to satisfy in whole or in part an Obligation of any ObligationBorrower, the Company and such Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Master Guarantee and Collateral Agreement (Goodyear Tire & Rubber Co /Oh/), Master Guarantee and Collateral Agreement (Goodyear Tire & Rubber Co /Oh/)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors Grantors may have under applicable law (but subject to Section 5.036.03), the Borrower each Grantor agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor Grantor under this AgreementAgreement on behalf of another Grantor (such other Grantor, the Borrower “Primary Grantor”), such Primary Grantor shall indemnify such Guarantor Grantor for the full amount of such payment and such Guarantor Grantor 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part a claim of any ObligationSecured Party, the Borrower Primary Grantor shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Dynegy Inc.), Guarantee and Collateral Agreement (Dynegy Inc.)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036(c)), the Borrower agrees that (ai) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementGuaranty in respect of any Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 (bii) in the event any assets of any Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligationa Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
Appears in 2 contracts
Samples: Guarantee Agreement (McGraw-Hill Interamericana, Inc.), Guarantee Agreement (McGraw-Hill Global Education LLC)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036(c)), the each Borrower agrees that (ai) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementGuaranty in respect of any Obligation of such Borrower, the such Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 (bii) in the event any assets of any Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement Guaranty or any other Collateral Security Document to satisfy in whole or in part an Obligation of any ObligationBorrower, the such Borrower shall indemnify such Grantor 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 (Hexion Specialty Chemicals, Inc.)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.033.03), the Borrower agrees that (a) in the event a payment in respect of any Guaranteed Obligation of the Borrower shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Loan Document to satisfy in whole or in part any ObligationGuaranteed Obligation of the Borrower, the Borrower shall indemnify such Grantor 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: Revolving Credit Agreement (Hess Midstream Partners LP)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.037.8), the Borrower agrees Borrowers agree that (ai) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementGuaranty in respect of any Guaranteed Obligation of the Borrowers, the Borrower Borrowers shall indemnify such Guarantor for the full amount of such payment and such 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 (bii) in the event any assets of any Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part any Obligationa Guaranteed Obligation of the Borrowers, the Borrower Borrowers shall indemnify such Grantor 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
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.033), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this the Subsidiary Guarantee Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and and, until such indemnification obligation shall have been satisfied, such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Document Documents to satisfy in whole or in part a claim of any ObligationObligee, the Borrower shall indemnify such Grantor 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
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors Grantors may have under applicable law (but subject to Section 5.036.03), the Borrower each Grantor agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor Grantor under this AgreementAgreement on behalf of another Grantor (such other Grantor, the Borrower “Primary Grantor”), such Primary Grantor shall indemnify such Guarantor Grantor for the full amount of such payment and such Guarantor Grantor 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part a claim of any ObligationFirst-Lien Secured Party against a Primary Grantor, the Borrower such Primary Grantor shall indemnify such Grantor 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 (PPL Energy Supply LLC)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036(c)), the each Borrower agrees that (ai) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementGuaranty in respect of any Guaranteed Obligation, the such Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 (bii) in the event any assets of any Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement Guaranty or any other Collateral Security Document to satisfy in whole or in part any a Guaranteed Obligation, the such Borrower shall indemnify such Grantor 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: First Lien Credit Agreement (CAESARS ENTERTAINMENT Corp)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036(c)), the Borrower agrees that (ai) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementGuaranty in respect of any Obligation of the Borrower, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 (bii) in the event any assets of any Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Document Guaranty to satisfy in whole or in part any Obligationan obligation of the Borrower under the Note, the Borrower shall indemnify such Grantor 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 Agreement (Stronghold Digital Mining, Inc.)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the each Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementAgreement in respect of any Obligation of such Borrower, the then such Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligationan Obligation or Senior Note Obligation of such Borrower, the then such Borrower shall indemnify such Grantor 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 (Fisher Scientific International Inc)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.033), the each Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor (other than such Borrower) under this Agreementthe Guaranty, the each Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor Guarantor (other than the such Borrower) shall be sold or otherwise disposed of pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part a claim of any ObligationSecured Party, the each Borrower shall indemnify such Grantor 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: Superpriority Debtor in Possession Credit Agreement (Great Atlantic & Pacific Tea Co Inc)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036(c)), the Borrower agrees that (ai) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementGuaranty in respect of any Guaranteed Obligation, the such Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement Guaranty or any other Collateral Security Document to satisfy in whole or in part any a Guaranteed Obligation, the such Borrower shall indemnify such Grantor 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
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law Applicable Law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementAgreement in respect of any Obligation, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Loan Document to satisfy in whole or in part any an Obligation, the Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value (as reasonably determined by the Borrower) of the assets so sold.
Appears in 1 contract
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.037.03), the each Borrower agrees that (a) in the event a payment in respect of any Secured Obligation of such Borrower shall be made by any Guarantor under this Agreement, the such Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any ObligationSecured Obligation of any Borrower, the such Borrower shall indemnify such Grantor 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 (Murphy USA Inc.)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation an obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an obligation owed to any ObligationSecured Party, the Borrower shall indemnify such Grantor 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
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Secured Obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part any Secured Obligation, the Borrower shall indemnify such Grantor 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
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but in each case subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Secured Obligation shall be made by any Subsidiary Guarantor under this Agreement, 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any ObligationSecured Obligation owed to any Secured Creditor, the Borrower shall indemnify such Grantor 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 (Semtech 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 5.031.06 above), the Borrower agrees that (ai) in the event if a payment in respect of any Obligation shall be made by any Subsidiary Guarantor under this Agreement, 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 (bii) in the event if any assets of any Grantor (other than the Borrower) Subsidiary Guarantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part a claim of any ObligationFinance Party, the Borrower shall indemnify such Grantor 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 Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor (other than Parent Holdings) under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor Guarantor (other than the BorrowerParent Holdings) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part a claim of any ObligationSecured Party, the Borrower shall indemnify such Grantor 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 Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementAgreement in respect of any Obligation, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Loan Document to satisfy in whole or in part any an Obligation, the Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or the fair market value (as reasonably determined by the Borrower) of the assets so sold.
Appears in 1 contract
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Subsidiary Guarantors may have under applicable law (but in each case subject to Section 5.03), the Borrower agrees that (a) in the event a payment in respect of any Secured Obligation shall be made by any Subsidiary Guarantor under this Agreement, 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any ObligationSecured Obligation owed to any Secured Creditor, the Borrower shall indemnify such Grantor 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
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.037(c)), the each Borrower agrees that (ai) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementGuaranty in respect of any Guaranteed Obligation of such Borrower, the such Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 (bii) in the event any assets of any Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part a Guaranteed Obligation of any ObligationBorrower, the such Borrower shall indemnify such Grantor 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
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.032.4), Holdings and the Borrower agrees agree that (a) in the event a payment in respect of any Obligation an obligation shall be made by any Guarantor (other than Holdings) under this Agreement, Holdings and the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than Holdings or the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part an obligation owed to any ObligationLender, Holdings and the Borrower shall indemnify such Grantor 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 (Scientific Games Corp)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.034.03), the each Borrower agrees that (a) in the event a payment in respect of any an Obligation of such Borrower shall be made by any Guarantor under this Agreement, such Borrower (or the Borrower Parent Borrower) shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Document the Security Documents to satisfy in whole or in part an Obligation owed to any ObligationSecured Creditor, such Borrower (or the Borrower Parent Borrower) shall indemnify such Grantor 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 (Patheon Inc)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the each Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementAgreement in respect of any Obligation of any Borrower, the Borrower Borrowers shall jointly and severally indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part an Obligation of any ObligationBorrower, the Borrower Borrowers shall jointly and severally indemnify such Grantor 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 (Dresser Inc)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any ObligationObligation owed to any Secured Party, the Borrower shall indemnify such Grantor 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 (Palm Inc)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.034.03), the . each Borrower agrees that (a) in the event a payment in respect of any an Obligation of such Borrower shall be made by any Guarantor under this Agreement, such Borrower (or the Borrower Parent Borrower) shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Document the Security Documents to satisfy in whole or in part an Obligation owed to any ObligationSecured Party, such Borrower (or the Borrower Parent Borrower) shall indemnify such Grantor 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
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.038.3), each of the Borrower Borrowers agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementAgreement on behalf of such Borrower, the such Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Loan Document to satisfy in whole or in part a claim of any ObligationSecured Party, the such Borrower shall indemnify such Grantor 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
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.034 hereof), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this Agreementa Guaranty or in respect of a Guaranteed Obligation, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part a claim of the Lenders and the Agent (or any of them) in respect of any Guaranteed Obligation, the Borrower shall indemnify such Grantor 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
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Grantors and Guarantors may have under applicable law (but subject to Section 5.037.02), the Company and each other Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementAgreement in respect of an Obligation of any Borrower, the Company and such Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part an Obligation of any ObligationBorrower, the Company and such Borrower shall indemnify such Grantor 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: Master Guarantee and Collateral Agreement (Goodyear Tire & Rubber Co /Oh/)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036(c)), the Borrower agrees that (ai) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementGuarantee in respect of any Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 (bii) in the event any assets of any Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement Guarantee or any other Collateral Security Document to satisfy in whole or in part any Obligationa Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Grantor 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 (TII Smart Solutions, Sociedad Anonima)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.03)3.03) in respect of any payment hereunder, the Borrower agrees that (a) in the event a payment in respect of any Loan Document Obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Loan Document to satisfy in whole or in part any ObligationLoan Document Obligations, the Borrower shall indemnify such Grantor Guarantor in an amount equal to the greater of the book value or and the fair market value of the assets so sold.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Tupperware Brands Corp)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part a claim of any ObligationLender under this Agreement, the Borrower shall indemnify such Grantor 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
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Grantors and Guarantors may have under applicable law (but subject to Section 5.036.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this AgreementAgreement in respect of an Obligation, the Borrower shall indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any an Obligation, the Borrower shall indemnify such Grantor 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 (Ssa Global Technologies, Inc)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors Guarantor may have under applicable law (but subject to Section 5.03), the Borrower agrees that (a) in the event a payment shall be made by the Guarantor under this Agreement in respect of any Guaranteed Obligation shall be made by any Guarantor under this Agreementof the Borrower, the Borrower shall indemnify such the Guarantor for the full amount of such payment and such the 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 Grantor (other than the Borrower) Guarantor shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligationa Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Grantor the 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
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.036.03), the each Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor under this Agreement, the Borrower Borrowers shall jointly and severally indemnify such Guarantor for the full amount of such payment and such 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 Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligation, the Borrower Borrowers shall jointly and severally indemnify such Grantor 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 (Affinia Group Intermediate Holdings Inc.)
Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors Holdings may have under applicable law Applicable Law (but subject to Section 5.036(c) hereof), the Borrower agrees that (ai) in the event a payment shall be made by Holdings under this Holdings Guaranty in respect of any Holdings Guaranteed Obligation shall be made by any Guarantor under this Agreementof the Borrower, the Borrower shall indemnify such Guarantor Holdings for the full amount of such payment and such Guarantor Holdings 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 (bii) in the event any assets of any Grantor (other than the Borrower) Holdings shall be sold pursuant to this Agreement or any other Collateral Security Document to satisfy in whole or in part any Obligationa Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Grantor Holdings 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
