Common use of Waiver of Subrogation and Contribution Clause in Contracts

Waiver of Subrogation and Contribution. The Guarantor hereby irrevocably waives any claims and other rights that it now has or may hereafter acquire against the Debtor or any guarantor that arise from the existence, payment, performance or enforcement of the Guarantor's obligations under this Guaranty or any other Operative Document, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Beneficiary against the Debtor, any guarantor or any collateral that the Beneficiary now or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from the Debtor, directly or indirectly, in cash or other property, by setoff or in any other manner, payment or security on account of any such claim or other right. If any amount is paid to the Guarantor in violation of the preceding sentence and the Guaranteed Obligations have not been paid in full, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for the benefit of, the Beneficiary and shall be forthwith paid to the Beneficiary to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the other Operative Documents. The Guarantor acknowledges that it will receive direct and indirect benefits from the transactions and arrangements contemplated by the Asset Purchase Agreement, the Note, the Earn-Out Agreement and the other Operative Documents and that the waiver set forth in this ARTICLE IV is knowingly made in contemplation of such benefits.

Waiver of Subrogation and Contribution. The Until this Agreement has been discharged, each Guarantor hereby irrevocably waives any claims and claim or other rights that right which it may now has or may hereafter acquire against the Debtor Company or any guarantor (including any other Guarantor) that arise from the existence, payment, performance or enforcement of the such Guarantor's obligations under this Guaranty or any other Operative Documentits Note Guarantee herein, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and contribution, indemnification, any right to participate in any claim or remedy of the Beneficiary Trustee or any Holder against the Debtor, Company or any guarantor or any collateral that Collateral which the Beneficiary Trustee or any Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity equity, or under contract, statute or common law, including the right to take or receive from the DebtorCompany, directly or indirectly, in cash or other property, property or by setoff or in any other manner, payment or security on account of any such claim or other rightrights. If any amount is shall be paid to the such Guarantor in violation of the preceding sentence and the Guaranteed Obligations shall not have not been paid in full, such amount shall be deemed to have been paid to the such Guarantor for the benefit of, and held in trust for the benefit of, the Beneficiary Trustee and the Holders, and shall forthwith be forthwith paid to the Beneficiary Trustee for the benefit of the Holders to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the other Operative Documentsthis Agreement. The Each Guarantor acknowledges that it will receive direct and indirect benefits from the transactions and financing arrangements contemplated by the Asset Purchase Agreement, the Note, the Earn-Out this Agreement and the other Operative Documents and that the waiver waivers set forth in this ARTICLE IV is Section 10.07 are knowingly made in contemplation of such benefits.

Waiver of Subrogation and Contribution. The Until the Indenture has been discharged, the Guarantor hereby irrevocably waives any claims and claim or other rights that right which it may now has or may hereafter acquire against the Debtor or any guarantor Company that arise arises from the existence, payment, performance or enforcement of the Guarantor's obligations under this Guaranty or any other Operative DocumentIndenture Guarantee, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and contribution, indemnification, any right to participate in any claim or remedy of the Beneficiary Trustee or any Holder against the Debtor, any guarantor Company or any collateral that which the Beneficiary Trustee or any Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity equity, or under contract, statute or common law, including the right to take or receive from the DebtorCompany, directly or indirectly, in cash or other property, property or by setoff or in any other manner, payment or security on account of any such claim or other rightrights. If any amount is shall be paid to the Guarantor in violation of the preceding sentence and the Guaranteed Obligations shall not have not been paid in fullfull in accordance with the terms and conditions of the Indenture, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for the benefit of, the Beneficiary Trustee, and the Holders, and shall forthwith be forthwith paid to the Beneficiary Trustee for the benefit of the Holders to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the other Operative DocumentsIndenture. The Guarantor acknowledges that it will receive direct and indirect benefits from the transactions and financing arrangements contemplated by the Asset Purchase Agreement, the Note, the Earn-Out Agreement and the other Operative Documents Indenture and that the waiver waivers set forth in this ARTICLE IV is Section 1.5 are knowingly made in contemplation of such benefits.

Waiver of Subrogation and Contribution. The Until this Indenture has been discharged, each Guarantor hereby irrevocably waives any claims and claim or other rights that right which it may now has or may hereafter acquire against the Debtor Company or any guarantor (including any other Guarantor) that arise from the existence, payment, performance or enforcement of the such Guarantor's obligations under this Guaranty or any other Operative Documentits Indenture Guarantee herein, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and contribution, indemnification, any right to participate in any claim or remedy of the Beneficiary Trustee or any Holder against the Debtor, Company or any guarantor or any collateral that which the Beneficiary Trustee or any Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity equity, or under contract, statute or common law, including the right to take or receive from the DebtorCompany, directly or indirectly, in cash or other property, property or by setoff or in any other manner, payment or security on account of any such claim or other rightrights. If any amount is shall be paid to the such Guarantor in violation of the preceding sentence and the Guaranteed Obligations shall not have not been paid in full, such amount shall be deemed to have been paid to the such Guarantor for the benefit of, and held in trust for the benefit of, the Beneficiary Trustee, and the Holders, and shall forthwith be forthwith paid to the Beneficiary Trustee for the benefit of the Holders to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the other Operative Documentsthis Indenture. The Each Guarantor acknowledges that it will receive direct and indirect benefits from the transactions and financing arrangements contemplated by the Asset Purchase Agreement, the Note, the Earn-Out Agreement and the other Operative Documents this Indenture and that the waiver waivers set forth in this ARTICLE IV is Section 10.05 are knowingly made in contemplation of such benefits.

Waiver of Subrogation and Contribution. The Guarantor -------------------------------------- hereby irrevocably waives any claims and claim or other rights that right which it may now has or may hereafter acquire against the Debtor Company or any guarantor that arise arises from the existence, payment, performance or enforcement of the Guarantor's its obligations under this Guaranty or any other Operative DocumentNon- Recourse Guaranty, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and contribution, indemnification, any right to participate in any claim or remedy of the Beneficiary Trustee or any Holder against the Debtor, Company or any guarantor or any collateral that Collateral which the Beneficiary Trustee or any Holder now has or hereafter acquires, whether or not such claimclaims, remedy or right arises in equity equity, or under contract, statute or common law, including the right to take or receive from the DebtorCompany, directly or indirectly, in cash or other property, property or by setoff or in any other manner, payment or security on account of any such claim or other rightrights. If any amount is shall be paid to the Guarantor in violation of the preceding sentence and the Guaranteed Obligations shall not have not been paid in full, such amount shall be deemed to have been paid in full to the Guarantor for the benefit of, and held in trust for the benefit of, the Beneficiary Trustee and the Holders, and shall forthwith be forthwith paid to the Beneficiary to be credited and applied upon Trustee for the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the other Operative Documentsthis Indenture. The Guarantor acknowledges that it will receive direct and indirect benefits from the transactions and financing arrangements contemplated by the Asset Purchase Agreement, the Note, the Earn-Out Agreement and the other Operative Documents this Indenture and that the waiver waivers set forth in this ARTICLE IV is Section 11.04 are knowingly made in contemplation of such benefits.

Waiver of Subrogation and Contribution. The Until the Indenture has been discharged, the Guarantor hereby irrevocably waives any claims and claim or other rights that right which it may now has or may hereafter acquire against the Debtor or any guarantor Company that arise arises from the existence, payment, performance or enforcement of the Guarantor's obligations under this Guaranty or any other Operative DocumentIndenture Guarantee, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and contribution, indemnification, any right to participate in any claim or remedy of the Beneficiary Trustee or any Holder against the Debtor, any guarantor Company or any collateral that which the Beneficiary Trustee or any Holder now has or hereafter acquires, whether or not such claim, remedy or right arises in equity equity, or under contract, statute or common law, including the right to take or receive from the DebtorCompany, directly or indirectly, in cash or other property, property or by setoff or in any other manner, payment or security on account of any such claim or other rightrights. If any amount is shall be paid to the Guarantor in violation of the preceding sentence and the Guaranteed Obligations shall not have not been paid in fullfull in accordnace with the terms and conditions of the Indenture, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for the benefit of, the Beneficiary Trustee, and the Holders, and shall forthwith be forthwith paid to the Beneficiary Trustee for the benefit of the Holders to be credited and applied upon to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the other Operative DocumentsIndenture. The Guarantor acknowledges that it will receive direct and indirect benefits from the transactions and financing arrangements contemplated by the Asset Purchase Agreement, the Note, the Earn-Out Agreement and the other Operative Documents Indenture and that the waiver waivers set forth in this ARTICLE IV is Section 1.5 are knowingly made in contemplation of such benefits.

Waiver of Subrogation and Contribution. The Until the later to occur of the Maturity Date and payment in full of all Guaranteed Obligations, the Guarantor hereby irrevocably waives any claims and claim or other rights that it which he may now has or may hereafter acquire against the Debtor or any guarantor Borrower that arise arises from the existence, payment, performance or enforcement of the Guarantor's obligations under this Guaranty or any other Operative DocumentGuaranty, including including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Beneficiary against the Debtor, any guarantor a Borrower or any collateral that which the Beneficiary Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity equity, or under contract, statute or common law, including including, without limitation, the right to take or receive from the Debtora Borrower or, directly or indirectly, in cash or other property, property or by setoff set-off or in any other manner, payment or security on account of any such claim claim, remedy or other right. If any amount is shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the later to occur of the Maturity Date and the payment in full of all Guaranteed Obligations have not been paid in fullObligations, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for the benefit of, the Beneficiary Lender, and shall forthwith be forthwith paid to the Beneficiary Lender to be credited and applied upon to the Guaranteed ObligationsObligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Documents, or to be held as collateral for any Guaranteed Obligations or other Operative Documentsamounts payable under this Guaranty thereafter arising. The Guarantor acknowledges that it he will receive direct and indirect benefits from the transactions and financing arrangements contemplated by the Asset Purchase Agreement, the Note, the Earn-Out Agreement and the other Operative Documents and that the waiver set forth in this ARTICLE IV subsection is knowingly made in contemplation of such benefits.