Subrogation and Other Rights Sample Clauses

Subrogation and Other Rights. Guarantor shall not assert, enforce, or otherwise exercise (a) any right of subrogation to any of the rights or liens of Lessor or any other beneficiary against Lessee or any other obligor on all or any part of the Obligations, or (b) any right of recourse, reimbursement, contribution, indemnification, or similar right against Lessee or any other obligor on all or any part of the Obligations or any guarantor thereof, and Guarantor hereby irrevocably waives any and all of the foregoing rights it may have against the Lessee by reason of Guarantor's performance under this Guarantee until all amounts due hereunder have been paid.
Sample 1Sample 2
AutoNDA by SimpleDocs
Subrogation and Other Rights. The Performance Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any Seller that arise from the existence, payment, performance or enforcement of this Undertaking, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Purchaser against any Seller whether or not such claim, remedy or right arises in equity or under contract, statute or common law, unless and until all of the Guaranteed Obligations and Expense Obligations, other than contingent indemnification obligations with respect to which no claim has been made, shall have been paid in full in cash and the Commitments have been terminated. If any amount shall be paid to the Performance Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligations and Expense Obligations, other than contingent indemnification obligations with respect to which no claim has been made, and the termination of the Commitments, such amount shall be received and held in trust for the benefit of the Purchaser, and shall forthwith be paid or delivered to the Purchaser in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and Expense Obligations, as applicable, and all other amounts payable under this Undertaking.
Sample 1
Subrogation and Other Rights. Guarantor agrees that no payment, performance or enforcement of Guarantor's liabilities and obligations under this Guaranty shall cause Guarantor, by subrogation or otherwise, to acquire any of Lender's rights against Borrower or any property of Borrower (or any interest in such rights) unless and until Lender has received full and indefeasible payment of all of the Obligations.
Sample 1
Subrogation and Other Rights. (a) Upon the occurrence of any Event of Default, the Beneficiaries may, in their sole discretion, without prior notice to or consent of Completion Guarantor: (i) foreclose either judicially or nonjudicially against any real or personal property security for the Obligations, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Obligations or any part thereof or make any other accommodation with Borrower or Completion Guarantor, or (iv) exercise any other remedy against Borrower or any security. No such action by the Beneficiaries shall release or limit the liability of Completion Guarantor, who shall remain liable under this Agreement after the action, even if the effect of the action is to deprive Completion Guarantor of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower for any sums paid to the Beneficiaries, whether contractual or arising by operation of Law or otherwise. Completion Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Beneficiaries or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Obligations.
Sample 1
Subrogation and Other Rights. Each Guarantor agrees that no payment, performance or enforcement of such Guarantor's liabilities and obligations under this Guaranty shall cause such Guarantor, by subrogation or otherwise, to acquire any of the Guaranteed Party's rights against the Borrower or any property of the Borrower (or any interest in such rights) unless and until the Guaranteed Party has received full and indefeasible payment of all of the Guaranteed Obligations.
Sample 1
Subrogation and Other Rights. Until all Indebtedness of Borrower to the Lender has been performed and paid in full, (a) Guarantor shall have no right of subrogation or reimbursement against Borrower, no right of subrogation against any Collateral, and no right of contribution against any other guarantor of the Indebtedness; and (b) Guarantor waives all rights to enforce any remedy which the Lender now has or may hereafter have against Borrower and any benefit of, and any right to participate in, any Collateral now or hereafter held by the Lender. Without limiting the preceding sentence, until all Indebtedness of Borrower to the Lender has been performed and paid in full, Guarantor waives the following rights, remedies, benefits, and defenses:
Sample 1
Subrogation and Other Rights. Guarantor does not waive, and ---------------------------- hereby retains, all rights of subrogation, reimbursement, restitution, contribution and similar rights Guarantor may have as a result of any amounts Guarantor may pay to FINOVA under or with respect to this Guaranty.
Sample 1
AutoNDA by SimpleDocs

Related to Subrogation and Other Rights

  • Subordination of Subrogation and Other Rights Each Guarantor hereby agrees that any claim against the Issuer that arises from the payment, performance or enforcement of such Guarantor’s obligations under the Note Guarantee or this Indenture, including, without limitation, any right of subrogation, shall be subject and subordinate to, and no payment with respect to any such claim of such Guarantor shall be made before, the payment in full in cash of all outstanding Notes in accordance with the provisions provided therefor in this Indenture.

  • Voting and Other Rights (a) Only those Record Holders of Voting Shares on the Record Date set pursuant to Section 7.3 shall be entitled to notice of, and to vote at, a meeting of Members or to act with respect to matters as to which the holders of the Voting Shares have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Voting Shares on such Record Date.

  • Adjustments and Other Rights The Exercise Price and the Warrant Share Number shall be subject to adjustment from time to time as follows; provided that if more than one subsection of this Section 12 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 12 so as to result in duplication:

  • Code and Other Remedies If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:

  • EQUITABLE RELIEF AND OTHER REMEDIES The parties acknowledge and agree that the other party’s remedies at law for a breach or threatened breach of any of the provisions of this Section would be inadequate and, in recognition of this fact, the parties agree that, in the event of such a breach or threatened breach, in addition to any remedies at law, the other party, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.

  • Impositions and Other Claims Each Borrower shall pay and discharge, or cause to be paid and discharged, all taxes, assessments and governmental charges levied upon it, its income and its assets and the Properties prior to delinquency, as well as all lawful claims for labor, materials and supplies or otherwise, subject to any rights to contest contained in the definition of Permitted Encumbrances. Each Borrower shall file or cause to be filed all federal, state and local tax returns and other reports that it or its subsidiaries are required by law to file. If any law or regulation applicable to Lender, any Note, any of the Mortgage Loan Collateral Properties or any of the Mortgages is enacted that deducts from the value of property for the purpose of taxation any Lien thereon, or imposes upon Lender the payment of the whole or any portion of the taxes or assessments or charges or Liens required by this Agreement to be paid by Borrower, or changes in any way the laws or regulations relating to the taxation of mortgages or security agreements or debts secured by mortgages or security agreements or the interest of the mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to affect any of the Mortgages, the Indebtedness or Lender, then Borrower, upon demand by Lender, shall pay such taxes, assessments, charges or Liens, or reimburse Lender for any amounts paid by Lender. If in the opinion of Lender’s counsel it might be unlawful to require Borrower to make such payment or the making of such payment might result in the imposition of interest beyond the maximum amount permitted by applicable Law, Lender may elect to declare all of the Indebtedness to be due and payable 90 days from the giving of written notice by Lender to Borrower.

  • Dividend, Voting and Other Rights Except as otherwise provided in this Agreement, the Grantee will have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and receive any dividends that may be paid thereon; provided, however, that any additional Shares or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company will be subject to the same restrictions as the Shares.

  • Debts, Guaranties and Other Obligations The Borrower shall not, and shall not permit any of its Subsidiaries to, create, assume, suffer to exist, or in any manner become or be liable in respect of, any Debt except:

  • Waiver of Presentment and Other Conditions Each Canadian Borrower waives presentment for payment and any other defense to payment of any amounts due to the Canadian Lender in respect of a Bankers’ Acceptance accepted by it pursuant to this Agreement which might exist solely by reason of the Bankers’ Acceptance being held, at the maturity thereof, by the Canadian Lender in its own right and each Canadian Borrower agrees not to claim any days of grace if the Canadian Lenders as holder sues each Canadian Borrower on the Bankers’ Acceptance for payment of the amount payable by such Canadian Borrower thereunder.

Time is Money Join Law Insider Premium to draft better contracts faster.