Independent Obligations; Subrogation Sample Clauses

Independent Obligations; Subrogation. The Obligations of each Borrower hereunder are joint and several. To the maximum extent permitted by law, each Borrower hereby waives any claim, right or remedy which such Borrower now has or hereafter acquires against any other Borrower that arises hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Agent or any Lender against any Borrower or any Collateral which Agent or any Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise until the Obligations are fully paid and finally discharged. In addition, each Borrower hereby waives any right to proceed against the other Borrowers, now or hereafter, for contribution, indemnity, reimbursement, and any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which any Borrower may now have or hereafter have as against the other Borrowers with respect to the Obligations until the Obligations are fully paid and finally discharged. Each Borrower also hereby waives any rights of recourse to or with respect to any asset of the other Borrowers until the Obligations are fully paid and finally discharged.
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Independent Obligations; Subrogation. 93 14.2 Authority to Modify Obligations and Security.................................................... 93
Sample 1
Independent Obligations; Subrogation. Guarantor’s obligations under this Guaranty are independent of all obligations of Seller to Beneficiary. Beneficiary shall not be required to proceed first against Seller or any other person, firm or corporation or any assets thereof or collateral before proceeding against Guarantor under this Guaranty. Guarantor shall not be subrogated to any of the rights (or if subrogated by operation of law, Guarantor hereby waives such rights to the extent permitted by applicable law) of Beneficiary as the result of any payment or enforcement of any of the Guaranteed Liabilities until the Guaranty Termination Date. If any amount shall be paid to Guarantor on account of subrogation at any time prior to the Guaranty Termination Date, such amount shall be held by Guarantor in trust for Beneficiary, segregated from other funds of Guarantor, and shall, forthwith upon receipt by Guarantor, be turned over to Beneficiary in the exact form received by Guarantor (duly endorsed by Guarantor to Beneficiary, if required) to be applied against the Guaranteed Liabilities, whether due or to become due, in such order as Beneficiary may determine. On the Guaranty Termination Date, Guarantor shall be subrogated to the rights of Beneficiary against Seller with respect to any and all such payments made by Guarantor hereunder, and Beneficiary agrees to take such steps as Guarantor may reasonably request, at Guarantor’s expense, to confirm and/or implement such subrogation rights.
Sample 1
Independent Obligations; Subrogation. The Guarantors' obligations under this Guaranty are independent of all obligations of the Company to the Beneficiary or the Secured Counterparties. The Beneficiary shall not be required to proceed first against the Company or any other person, firm or corporation before proceeding against either or both Guarantors under this Guaranty. Neither Guarantor shall be subrogated to any of the rights of the Beneficiary or any Secured Counterparty as the result of any payment by or enforcement of any of the Guaranteed Liabilities nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from any other Credit Party in respect of payments made by such Guarantor hereunder until all Guaranteed Liabilities and other amounts owing hereunder have been paid in full with no right of rescission or right of return, after which the Guarantors shall be so subrogated and entitled to seek contribution and reimbursement. After payment in full of all Guaranteed Liabilities and other amounts owing hereunder, the Beneficiary and Secured Counterparties shall execute such instruments as Guarantors may reasonably request to evidence such subrogation.
Sample 1
Independent Obligations; Subrogation. The obligations of Guarantor hereunder are independent of, primary and separate from, and not as surety to the obligations of Customer under the Relevant Documents. Notwithstanding any other provision in this Guaranty, Guarantor hereby waives, relinquishes and releases any rights or claims which it may now or hereafter have regarding contribution, subrogation, and reimbursement from or by Customer, whether directly or indirectly, it being the intent that Guarantor shall not, in any way, become a creditor of Customer by reason of payment of any sum to Seller pursuant to this Guaranty unless and until the Guaranteed Obligations have been discharged. Unless and until the Guaranteed Obligations have been discharged, Guarantor hereby further irrevocably waives all contractual, civil or common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against Customer which may have arisen in connection with this Guaranty. ____________________ *Redacted Pursuant to a Request for Confidential Treatment; Filed separately with the Commission
Sample 1
Independent Obligations; Subrogation. The obligations of ------------------------------------ Pledgor hereunder are independent of and separate from the obligations of the Company and of any other guarantor, maker or endorser of the Obligations and shall not be reduced by, but shall survive as if the same had not been made, any and all payments by the Company and/or any other guarantor, maker or endorser of the Obligations and/or the application of any proceeds from any collateral security for the Obligations until the Obligations are fully paid and finally discharged. Pledgor hereby waives forever any claim, right or remedy which he may now have or hereafter acquire against the Company or against any guarantor or surety of the Company's obligations that arises hereunder, including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Pledgee against the Company or any such guarantor or surety or against any security which Pledgee now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. In addition, Pledgor hereby waives any right to proceed against the Company or against any such guarantor or surety, now or hereafter, for contribution, indemnity, reimbursement, and any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract or by operation of law, which Pledgor may now have or hereafter have as against the Company with respect to the Obligations. Pledgor also hereby waives any rights to recourse to or with respect to any asset of the Company.
Sample 1

Related to Independent Obligations; Subrogation

  • Independent Obligations The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Capital Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 4.3 hereof.

  • Independent Obligation The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor or the Borrower and whether or not any other Guarantor or the Borrower is joined in any such action or actions.

  • Client Obligations The Client shall supply and deliver to the Consultant all documentation and information relating to the Client and the Client’s business as may be reasonably requested by the Consultant in connection with the performance of the Services by the Consultant. Such information and documentation shall, to the best of the Client’s knowledge, be accurate and complete in all material respects at the time furnished. The Client will promptly notify the Consultant if it learns of any material misstatement in, or material omission from, any information previously delivered to Consultant. The Consultant may rely, without independent verification, on the accuracy and completeness of all information furnished by the Client. The Client understands that the Consultant shall not be liable for independently verifying the accuracy of such information and shall not be liable for any inaccuracies therein.

  • Indemnification Obligations Net of Insurance Proceeds and Other Amounts (a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of such Liability, then within ten (10) calendar days of receipt of such Insurance Proceeds, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

  • Nature of Reimbursement Obligations The Borrower and, to the extent set forth in Section 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for:

  • Payment of Reimbursement Obligations (a) The Borrower agrees to pay to the Administrative Agent for the account of the Issuing Bank the amount of all Advances for Reimbursement Obligations, interest and other amounts payable to the Issuing Bank under or in connection with any Facility Letter of Credit when due, irrespective of any claim, set-off, defense or other right which the Borrower may have at any time against any Issuing Bank or any other Person, under all circumstances, including without limitation any of the following circumstances:

  • Agreement To Pay; Subrogation In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Guarantor to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Guaranteed Obligation. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article III.

  • Joint Obligations The following shall apply with equal force to Seller and Buyer:

  • The Reimbursement Obligations Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent thereof. Subject to Section 1.3(b) hereof, the obligation of the Borrower to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 1:00 p.m. (Chicago time) on the date when each drawing is to be paid if the Borrower has been informed of such drawing by the L/C Issuer on or before 11:00 a.m. (Chicago time) on the date when such drawing is to be paid or, if notice of such drawing is given to the Borrower after 11:00 a.m. (Chicago time) on the date when such drawing is to be paid, by no later than 12:00 Noon (Chicago time) on the following Business Day, in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Borrower (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds). If the Borrower does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.3(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.3(e) below; provided, however, if the Borrower does not make any such reimbursement payment on the due date, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans under the Revolving Credit and, subject to satisfaction of the conditions set forth in Section 7.1 except for 7.1(c) hereof, a Loan shall be made on such date in the amount of the Reimbursement Obligations then due which Loan proceeds shall be applied to pay the Reimbursement Obligations then due.

  • Unpaid Reimbursement Obligation Any Reimbursement Obligation for which the Borrower does not reimburse the Agent and the Banks on the date specified in, and in accordance with, Section 4.2.

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