Common use of Indemnity and Subrogation Clause in Contracts

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 7(c)), the Borrower and Parent agree that (i) in the event a payment shall be made by any Guarantor under this Guarantee 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 to whom such payment shall have been made to the extent of such payment and (ii) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee or any other Security Document to satisfy in whole or in part a Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c)6.03), the Borrower and Parent agree agrees that (ia) in the event a payment in respect of any Secured Obligation shall be made by any Guarantor (other than the Borrower) under this Guarantee in respect of any Guaranteed Obligation of the BorrowerAgreement, 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 (iib) in the event any assets of any Guarantor Grantor (other than the Borrower) shall be sold pursuant to this Guarantee Agreement or any other Security Document to satisfy in whole or in part a Guaranteed Obligation of the Borrowerany Secured Obligation, the Borrower shall indemnify such Guarantor Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c))3.03) in respect of any payment hereunder, the Borrower and Parent agree agrees that (ia) in the event a payment in respect of any Guaranteed Obligation of the Borrower shall be made by any Guarantor under this Guarantee in respect of any Guaranteed Obligation of the BorrowerAgreement, 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 (iib) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee or any other Security Document to satisfy in whole or in part a any Guaranteed Obligation of the BorrowerObligations owed to any Guaranteed Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c)), the Borrower and Parent agree agrees that (i) in the event a payment shall be made by any Guarantor under this Guarantee 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 to whom such payment shall have been made to the extent of such payment and (ii) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee or any other Security Document to satisfy in whole or in part a Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c)6.03), the Domestic Borrower and Parent agree agrees that (ia) in the event a payment shall be made by any Guarantor under this Guarantee Agreement in respect of any Guaranteed 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 to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee Agreement or any other Security Document to satisfy in whole or in part a Guaranteed an Obligation of the Domestic Borrower, the Domestic Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c6(c)), the Borrower and Parent agree agrees that (i) in the event a payment shall be made by any Guarantor under this Guarantee Guaranty 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 to whom such payment shall have been made to the extent of such payment and (ii) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee or any other Security Document to satisfy in whole or in part a Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c)6.03), the Borrower and Parent agree agrees that (ia) in the event a payment in respect of any Obligation shall be made by any Guarantor under this Guarantee in respect of any Guaranteed Obligation of the BorrowerAgreement, 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 (iib) in the event any assets of any Guarantor Grantor (other than the Borrower) shall be sold pursuant to this Guarantee Agreement or any other Security Collateral Document to satisfy in whole or in part a Guaranteed Obligation of the Borrowerany Obligation, the Borrower shall indemnify such Guarantor Grantor in an amount equal to the greater of the book value or and the fair market value of the assets so sold.. Exhibit F to Credit Agreement

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 7(c6(c)), the Borrower and Parent agree agrees that (i) in the event a payment shall be made by any Guarantor under this Guarantee 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 to whom such payment shall have been made to the extent of such payment and (ii) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee or any other Security Document to satisfy in whole or in part a Guaranteed an Obligation of the Borrower, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c)), the Borrower and Parent agree agrees that (i) in the event a payment shall be made by any Guarantor under this Guarantee Guaranty 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 to whom such payment shall have been made to the extent of such payment and (ii) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee or any other Security Document to satisfy in whole or in part a Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c)3), the Parent and the Borrower and Parent agree that (ia) in the event a payment shall be made by any Subsidiary Guarantor under this the Guarantee in respect of any Guaranteed Obligation of Agreement, the Borrower, Parent 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 (iib) in the event any assets of any Subsidiary Guarantor shall be sold pursuant to this Guarantee any applicable security agreement or any other Security Document similar instrument or agreement to satisfy in whole or in part a Guaranteed Obligation claim of any Secured Party, the Borrower, Parent 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.

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 7(c)6.03), the Borrower and Parent agree agrees that (ia) in the event a payment shall be made by any Guarantor under this Guarantee Agreement 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 to whom such payment shall have been made to the extent Affinion – Amended and Restated Guarantee and Collateral Agreement of such payment and (iib) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee Agreement or any other Security Document to satisfy in whole or in part a Guaranteed an Obligation of the Borrower, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c6(c)), the Borrower and Parent agree agrees that (i) in the event a payment shall be made by any Guarantor under this Guarantee Guaranty 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 (ii) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee Guaranty or any other Security Document to satisfy in whole or in part a Guaranteed an Obligation of the Borrower, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c)6.03), the each Borrower and Parent agree agrees that (ia) in the event a payment shall be made by any Guarantor under this Guarantee Agreement in respect of any Guaranteed Obligation of the 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 to whom such payment shall have been made to the extent of such payment and (iib) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee Agreement or any other Security Document to satisfy in whole or in part a Guaranteed an Obligation of the any Borrower, the Borrower Borrowers shall jointly and severally indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c)3), the each Borrower and Parent agree agrees that (ia) in the event a payment shall be made by any Guarantor under this the U.S. Guarantee in respect Agreement on account of any Guaranteed Obligation of the such Borrower, the such Borrower and Crown Holdings 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 (iib) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee or any other Security Document to satisfy in whole or in part a Guaranteed claim of any Secured Party on account of any Obligation of the such Borrower, the such Borrower and Crown Holdings shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c4.03)), the . each Borrower and Parent agree agrees that (ia) in the event a payment of an Obligation of such Borrower shall be made by any Guarantor under this Guarantee in respect of any Guaranteed Obligation of Agreement, such Borrower (or the Parent 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 (iib) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee or any other the Security Document Documents to satisfy in whole or in part a Guaranteed an Obligation of owed to any Secured Party, such Borrower (or the Parent Borrower, the Borrower ) shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c)3), the each Borrower and Parent agree agrees that (ia) in the event a payment shall be made by any Guarantor under this the Guarantee in respect Agreement on account of any Guaranteed Obligation of the such Borrower, the such Borrower and CCSC 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 (iib) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee or any other Security Document to satisfy in whole or in part a Guaranteed claim of any Secured Party on account of any Obligation of the such Borrower, the such Borrower and CCSC shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(cl2(c)), the each Borrower and Parent agree agrees that (i) in the event a payment shall be made by any Guarantor under this Guarantee Guaranty in respect of any Guaranteed Obligation of the 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 (ii) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee Guaranty or any other Security Document to satisfy in whole or in part a Guaranteed an Obligation of the any Borrower, the such Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c6(c)), the Borrower and Parent agree agrees that (i) in the event a payment shall be made by any Guarantor under this Guarantee 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 to whom such payment shall have been made to the extent of such payment and (ii) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee or any other Security Document to satisfy in whole or in part a Guaranteed Obligation of the Borrower, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c)4 hereof), the Borrower and Parent agree agrees that (ia) in the event a payment shall be made by any Guarantor under this Guarantee a Guaranty or in respect of any a Guaranteed Obligation of the BorrowerObligation, 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 (iib) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee or any other Security Document to satisfy in whole or in part a Guaranteed Obligation claim of the BorrowerLenders and the Agent (or any of them) in respect of any Guaranteed Obligation, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c))3.03) in respect of any payment hereunder, the Borrower and Parent agree agrees that (ia) in the event a payment of any obligation of the Borrower shall be made by any Guarantor under this Guarantee in respect of any Guaranteed Obligation of the BorrowerAgreement, 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 (iib) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee or any other Security Document to satisfy in whole or in part a Guaranteed Secured Obligation of (as defined in the BorrowerSecurity Agreement) owed to any Credit Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c)5.03), the Borrower and Parent agree agrees that (ia) in the event a payment of any Secured Obligation shall be made by any Subsidiary Guarantor under this Guarantee in respect of any Guaranteed Obligation of the BorrowerAgreement, 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 (iib) in the event any assets of any Guarantor Grantor shall be sold pursuant to this Guarantee Agreement or any other Security Document to satisfy in whole or in part a Guaranteed any Secured Obligation of the Borrowerowed to any Secured Creditor, the Borrower shall indemnify such Guarantor Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c)), the each Borrower and Parent agree agrees that (i) in the event a payment shall be made by any Guarantor under this Guarantee Guaranty in respect of any Guaranteed Obligation of the 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 (ii) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee or any other Security Document to satisfy in whole or in part a Guaranteed Obligation of the any Borrower, the such Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c)4.03), the each Borrower and Parent agree agrees that (ia) in the event a payment of an Obligation of such Borrower shall be made by any Guarantor under this Guarantee in respect of any Guaranteed Obligation of Agreement, such Borrower (or the Parent 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 (iib) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee or any other the Security Document Documents to satisfy in whole or in part a Guaranteed an Obligation of owed to any Secured Creditor, such Borrower (or the Parent Borrower, the Borrower ) shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

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 7(c))3.03) in respect of any payment hereunder, the Borrower and Parent agree agrees that (ia) in the event a payment in respect of any Secured Obligation of the Borrower shall be made by any Guarantor under this Guarantee in respect of any Guaranteed Obligation of the BorrowerAgreement, 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 (iib) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee Agreement or any other Security Document to satisfy in whole or in part a any Secured Obligations owed to any Guaranteed Obligation of the BorrowerParty, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors of Payment may have under applicable law (but subject to Section 7(c)7.9), the Borrower and Parent agree agrees that (ia) in the event a payment in respect of any Secured Obligation shall be made by any Guarantor of Payment under this Guarantee in respect of any Guaranteed Obligation of the BorrowerLoan Document, the Borrower shall indemnify such Guarantor of Payment for the full amount of such payment and such Guarantor of Payment 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 (iib) in the event any assets of any Guarantor of Payment shall be sold pursuant to this Guarantee Agreement or any other Security Document to satisfy in whole or in part a Guaranteed Obligation of the Borrowerany Secured Obligation, the Borrower shall indemnify such Guarantor of Payment in an amount equal to the greater of the book value or the fair market value of the assets so sold.

Indemnity and Subrogation. (a) In addition to all such rights of indemnity and subrogation as the Guarantors each Guarantor may have under applicable law (but subject to Section 7(c)4 hereof), the Borrower and Parent agree agrees that (i) in the event a payment shall be made on behalf of the Borrower by any Guarantor under this Guarantee in respect of any Guaranteed Obligation of the Borrowerhereunder, 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 payment, and (ii) in the event any assets of any Guarantor shall be sold pursuant to this Guarantee or any other Security Document to satisfy in whole or in part a claim of any Guaranteed Obligation of the BorrowerParty hereunder, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.