Joint and Several Liability; Contribution. (a) Notwithstanding anything to the contrary in this Agreement or the other Loan Documents, all payment and performance Obligations arising under this Agreement and the other Loan Documents shall be joint and several obligations of each Borrower secured by all the Borrowers' Collateral. The Agent and the Collateral Agent may apply any portion of any Borrower's Collateral to satisfy any of the Obligations of any other Borrower.
Joint and Several Liability; Contribution. (a) If more than one Person has executed this Agreement as a “Borrower”, the representations, covenants, warranties and obligations of all such Persons hereunder shall be joint and several.
(b) In the event of the payment by any Borrower of any amount in excess of such Borrower’s Obligations (an “Overpayment”), such Borrower (an “Overpaying Borrower”) that has made an Overpayment shall be entitled to contribution from each of the other Borrowers for the amount so paid or advanced by such Overpaying Borrower in excess of such Borrower’s Obligations, up to each other Borrower’s then-current Obligations. Any such contribution payments shall be made within ten (10) days after demand therefor.
Joint and Several Liability; Contribution. O-I GENERAL AS BORROWERS' AGENT.
Joint and Several Liability; Contribution. The obligations of the Guarantor hereunder shall be joint and several with all Other Guarantors (as hereinafter defined), each one being liable for the payment and performance of all the Obligations, and it shall not be necessary or required that the Lender commence proceedings against, or enforce any of the provisions of the Loan Documents against, the Guarantor and one of more of the Other Guarantors in order to charge the Guarantor with liability hereunder. To the extent that any Other Guarantor (a "Paying Guarantor") makes a payment of a portion of the Obligations which exceeds the greater of (i) the amount of economic benefit actually received by the Paying Guarantor from the Loans and the Letters of Credit and (ii) the amount which the Paying Guarantor would otherwise have paid if the Paying Guarantor had paid the aggregate amount of the Obligations in the same proportion as the Paying Guarantor's net worth at the date of enforcement of the Obligations against the Paying Guarantor is sought bears to the aggregate net worth of the Guarantor and all the Other Guarantors (including the Paying Guarantor) at such date, then the Guarantor shall reimburse the Paying Guarantor for the amount of such excess, pro rata based on the respective net worths of the Guarantor and all Other Guarantors (including the Paying Guarantor). As used herein, the term "Other Guarantors" shall mean all other guarantors of the Obligations whose guarantees contain a provision in substance the same as this section.
Joint and Several Liability; Contribution. (a) The Obligations of the Borrowers under this Agreement and the Notes shall be joint and several.
(b) To the extent any Borrower is required, by reason of its Obligations hereunder, to pay to the Administrative Agent and the Lenders an amount greater than the amount of Loans actually made available to or for the account of such Borrower, such Borrower shall have an enforceable right of contribution against the remaining Borrowers, and the remaining Borrowers shall be jointly and severally liable, for repayment of the full amount of such excess payment. Subject only to the subordination provided in the following subsection (e), such Borrower further shall be subrogated to any and all rights of the Administrative Agent and the Lenders against the remaining Borrowers to the extent of such excess payment.
(c) To the extent that any Borrower would, but for the operation of this SECTION 5.13 and by reason of its Obligations hereunder or its obligations to other Subsidiaries under this SECTION 5.13, be rendered insolvent for any purpose under Applicable Law, each Borrower hereby agrees to indemnify such Borrower in an amount at least equal to the amount necessary to prevent such Borrower from having been rendered insolvent by reason of the incurring of any such obligations.
(d) To the extent that any Borrower would, but for the operation of this SECTION 5.13, be rendered insolvent under any Applicable Law by reason of its incurring of obligations to any other Borrower under the foregoing subsections (b) and (c) above, such Borrower shall, in turn, have rights of contribution and indemnity, to the full extent provided in the foregoing subsections (b) and (c) above, against the remaining Borrowers, such that all Obligations of all of the Borrowers hereunder and under this SECTION 5.13 shall be allocated in a manner such that no Borrower shall be rendered insolvent for any purpose under Applicable Law by reason of its incurring of such obligations.
(e) The rights of any Borrower to contribution, subrogation and indemnity under this SECTION 5.13 or under Applicable Law shall in all events and all respects be subject and subordinate to the rights of the Administrative Agent and the Lenders under this Agreement and subject to the prior full, final and indefeasible payment to the Administrative Agent and the Lenders of all Obligations and no such right may be exercised until all of such Obligations have been fully, finally and indefeasibly paid and such payments are i...
Joint and Several Liability; Contribution. (a) The Indebtedness and all other obligations of Borrowers under the Loan Documents (collectively, the “Obligations”) shall be the joint and several obligations and liabilities of Borrowers. Hence, each of the Borrowers shall be primarily and directly liable for repayment of the Indebtedness and all other Obligations.
(b) Notwithstanding any provisions of this Agreement to the contrary, it is intended that the joint and several nature of the liability of each of the Borrowers for the Obligations and the liens and security interests granted by Borrowers to secure the Obligations, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, Lender and each Borrower agree that if the liability of a Borrower for the Obligations, or any liens or security interests granted by such Borrower securing the Obligations would, but for the application of this sentence, constitute a Fraudulent Conveyance, the liability of such Borrower and the liens and security interests securing such liability shall be valid and enforceable only to the maximum extent that would not cause such liability or such lien or security interest to constitute a Fraudulent Conveyance, and the liability of such Borrower and this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of Chapter 11 of Title II of the United States Code (11 U.S.C. § 101, et seq.), as amended (the “Bankruptcy Code”) or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.
Joint and Several Liability; Contribution. The Borrowers’ Obligations hereunder shall be joint and several. Each Borrower acknowledges that, together with the other Borrowers, that each Borrower is part of a consolidated group of companies and that its financial strength is inter-dependent upon the financial strength of the consolidated group as a whole. Each Borrower further acknowledges and agrees that the Obligations are supported by adequate consideration, regardless of the amount of Loans or other benefits actually received by such Borrower under the Loan Documents. In the event a Borrower makes a payment under the Loan Documents which exceeds the amount of funds actually received, directly or indirectly, by such Borrower thereunder, such Borrower shall be entitled to contribution from the other Borrower, pro-rata, on the basis of funds actually received and shall be entitled to recover such amounts by available legal means, but only after full payment of the Obligations has been made to the Lenders. Such right of contribution shall be and remain at all times, junior, subordinate, inferior and subject to the rights and interests of the Lenders and the Administrative Agent under the Loan Documents and shall not affect or impair in any way the joint, several, personal, unconditional Obligations of each Borrower to fully pay and perform each of the Obligations.
Joint and Several Liability; Contribution. (a) Notwithstanding anything to the contrary in this Agreement or the other Loan Documents but subject to the provisions of SECTION 2.07(F), all payment and performance Obligations arising under this Agreement and the other Loan Documents shall be joint and several obligations of each Borrower secured by all the Borrowers' Collateral. Lender may apply any portion of any Borrower's Collateral to satisfy any of the Obligations of any other Borrower.
Joint and Several Liability; Contribution. The representations, covenants, warranties and obligations of Obligor hereunder are joint and several. In the event of any payment by Borrower of any amount due to Lender under this Agreement, Borrower shall be entitled, after payment in full of the Note and the satisfaction of all the Obligor’s other obligations to the Lender under the Loan Documents, to contribution from Maryland Guarantor for the amounts so paid. Borrower’s right to such contribution shall be subordinate in all respects to the Loan. Lender, Borrower and Maryland Guarantor are executing this Agreement as of the date first above written. XXXXXXX XXXXX COMMERCIAL MORTGAGE CAPITAL, L.P., a Delaware limited partnership By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director BORROWER: TAR HEEL BORROWER LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President MARYLAND GUARANTOR: TAR HEEL OWNER LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President , 20___ Re: Lease dated [ ], 200___between [ ], as Landlord, and [ ], as Tenant, concerning premises known as [ ] (the “Building”). Dear Tenant: [As of , 200_, , the owner of the Building, has transferred the Building to (the “New Landlord”).] The undersigned hereby directs and authorizes you to make all rental payments and other amounts payable by you pursuant to your lease as follows:
Joint and Several Liability; Contribution. If this Agreement is executed ----------------------------------------- and entered into by more than one person or entity as "Indemnitor", then:
(a) Each of such persons or entities shall be jointly and severally liable for each and all of the obligations of Indemnitor hereunder;
(b) Each Indemnitor agrees that it shall have no right of contribution (including, without limitation, any rights of contribution under CERCLA) or subrogation against any other Indemnitor hereunder unless and until all obligations of such Indemnitor have been satisfied; and
(c) Each Indemnitor further agrees that, to the extent that the waiver of its rights of subrogation and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation or contribution such Indemnitor may have shall be junior and subordinate to the rights of Lender against any Indemnitor hereunder.
