Subrogation; Contribution. Reimbursement or Indemnity. Until one year and one day after all Obligations have been indefeasibly paid in full, the Guarantor agrees not to take any action pursuant to any rights which may have arisen in connection with this Guaranty to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, as amended, including Section 509 thereof, under common law or otherwise) of any of the Holders against the Company or against any collateral security or guaranty or right of offset held by the Holders for the payment of the Obligations. Until one year and one day after all Obligations have been indefeasibly paid in full, the Guarantor agrees not to take any action pursuant to any contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against the Company which may have arisen in connection with this Guaranty. So long as the Obligations remain, if any amount shall be paid by or on behalf of the Company to the Guarantor on account of any of the rights waived in this paragraph, such amount shall be held by the Guarantor in trust, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Holders (duly endorsed by such Guarantor to the Holders, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Holders may determine. The provisions of this paragraph shall survive the term of this Guaranty and the payment in full of the Obligations.
Subrogation; Contribution. (a) No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly paid in full and any commitments of the Beneficiaries or facilities provided by the Beneficiaries with respect to the Obligations are terminated. If any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Beneficiaries and shall promptly be paid to the Administrative Agent for the benefit of the Beneficiaries to reduce the amount of the Obligations, whether matured or unmatured.
Subrogation; Contribution. Each of Guarantor, Borrower and FM Precision Golf Corp., a Delaware corporation ("Parent Company"), is guaranteeing the full and prompt payment and performance of the Guaranteed Obligations under a separate guaranty. It is the intent of Guarantor, Borrower and Parent Company (each of Guarantor, Borrower and Parent Company being sometimes called an "Obligor") that this Guaranty and the guaranty of each other Obligor (this Guaranty and the guaranty of each other Obligor being called, collectively, the "Guaranties") not be subject to challenge on any basis. Accordingly, as of the date of this Guaranty, the probable liability of Guarantor under this Guaranty, together with all of its other liabilities to all Persons as of the date of this Guaranty and as of any other date on which a transfer is deemed to occur by virtue of the Loan Documents, calculated in amount sufficient to pay its probable net liabilities on its existing debts as the same become absolute and matured ("GUARANTOR'S DATED LIABILITIES") is, and is to be, less than the amount of the aggregate of the present fair salable value of its property, and, if different, at a fair valuation thereof, as of such corresponding date ("GUARANTOR'S DATED ASSETS"). To this end, Guarantor (i) grants to and recognizes in each Obligor ratably rights of subrogation and contribution in the amount, if any, by which Guarantor's Dated Assets, but for the aggregate of subrogation and contribution rights in its favor recognized in all the Guaranties, would exceed Guarantor's Dated Liabilities or, as the case may be, (ii) acknowledges receipt of and recognizes rights of subrogation and contribution ratably from each Obligor in the amount, if any, by which Guarantor's Dated
Subrogation; Contribution. The Guarantor will not exercise any rights which it may acquire by way of subrogation under this Guaranty, by any payment made hereunder or otherwise, until all the Obligations shall have been paid in full. If any amount shall be paid to the Guarantor on account of such subrogation rights or by way of contribution or indemnification at any time when all the Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the Lender and shall forthwith be paid to the Lender to be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of the Obligations. If the Guarantor shall make payment to the Lender of all or any part of the Obligations and all the Obligations shall be paid in full, the Lender will, at the Guarantor's request, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations resulting from such payment by the Guarantor.
Subrogation; Contribution. The Guarantor shall not exercise any rights which it may acquire by way of subrogation or contribution, by any payment made under this Guaranty or otherwise, until all the Liabilities have been paid in full, all Letters of Credit and Commitments have been terminated, and the Credit Agreement is no longer in effect. If any amount is paid to the Guarantor on account of subrogation or contribution rights, the amount shall be held in trust for the benefit of the Beneficiaries and shall be promptly paid to the Administrative Agent to be credited and applied to the Liabilities, whether matured or unmatured or absolute or contingent, in accordance with the terms of the Credit Agreement.
Subrogation; Contribution. Until the Obligations shall have been Paid in Full, each Company shall withhold exercise of any right of subrogation, contribution or any other
Subrogation; Contribution. REIMBURSEMENT OR INDEMNITY. Until one year and one day after all Obligations have been indefeasibly paid in full, each Guarantor agrees not to take any action pursuant to any rights that may have arisen in connection with this Guaranty to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, as amended, including section 509 thereof, under common law or otherwise) of any of the Holders against the Company or against any collateral security or guaranty or right of offset held by the Holders for the payment of the Obligations. Until one year and one day after all Obligations have been indefeasibly paid in full, each Guarantor agrees not to take any action pursuant to any contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against the Company that
Subrogation; Contribution. No Guarantor will be entitled to subrogation or to contribution from any Restricted Party by reason of any payment hereunder until indefeasible payment in full of all Guaranteed Obligations of all Guarantors, and the termination of the Commitments. Thereafter, the Lender, at each Guarantor’s request and expense, will execute and deliver to such Guarantor appropriate documents, without recourse and without representation and warranty, except as to the amount owing, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations and any Security held therefor resulting from such payment by such Guarantors.
Subrogation; Contribution. Until the Obligations shall have been Paid in Full, each Company shall withhold exercise of any right of subrogation, contribution or any other right to enforce any remedy that it now has or may hereafter have against any other Company or GS/Landec – Credit and Guaranty Agreement
Subrogation; Contribution. The Guarantor shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Guaranteed Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and any commitments of the Lender Parties or facilities provided by the Lender Parties with respect to the Guaranteed Obligations are terminated. If any amounts are paid to the Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Lender Parties and shall forthwith be paid to the Administrative Agent to be applied as set forth in the Credit Agreement to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.
