Contribution and Indemnification. In the event that any of the Borrowers pays (whether through direct payments or as a result of providing Collateral for the Obligations) any amounts on the Obligations in excess of the relevant Borrower’s Obtained Benefit (the “Excess Payments”), the relevant Borrower shall be entitled to make demand on the other Borrowers for such Excess Payments, and to receive from each other Borrower that received an Obtained Benefit, such Borrower’s Contribution Percentage of the Excess Payment. If any party obligated to make such a payment is unable to pay the Contribution Percentage of the Excess Payment, each other Borrower agrees to make a contribution to the party entitled to such payment to the extent necessary so that each Borrower shares equally the liability for such Excess Payment in relation to the relative Obtained Benefit received by such Borrower. In such regard, to the maximum extent permitted by law, each Borrower shall indemnify, defend and hold harmless the other Borrowers from and against such Borrower’s contribution percentage of any and all liability, claims, costs and expenses (including reasonable attorneys’ fees and expenses) arising with respect to the Obligations and exceeding such other Borrower’s obtained benefit as provided herein. Any amount due under this Section 9.20 shall be due and payable within ten days of demand therefor by the party entitled to payment and shall be made to the party entitled thereto at the address for notices to the Borrowers under this Agreement, in immediately available funds, not later than 2:00 p.m., Pacific Standard or Daylight Time, on the date on which such payment shall come due. The remedies available to any of the Borrowers pursuant to the provisions of this Section 9.20 are not exclusive. All rights and claims of contribution, indemnification and reimbursement under this Section 9.20 shall be subordinate in right of payment to the prior payment in full of all principal of and interest on the Loan and all fees payable hereunder. The provisions of this Section 9.20 shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent provision.
Contribution and Indemnification. To the extent that any Guarantor shall repay any of the Obligations (an “Accommodation Payment”), then, to the extent that such Guarantor has not received the benefit of such repaid Obligations (whether through an inter-company loan or otherwise), the Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Obligors in an amount, for each of such other Obligors, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Obligors’ “Allocable Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Obligors. As of any date of determination, the “Allocable Amount” of each Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Guarantor hereunder without (a) rendering such Guarantor “insolvent” within the meaning of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”), Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 4 of the UFCA, or (c) leaving such Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification and reimbursement under this Section 13.4 shall be subordinate in right of payment to the prior payment in full of the Obligations.
Contribution and Indemnification. The Church acknowledges and agrees that, in the event there are Losses or Claims asserted against or sustained by BSA that are attributable to the willful acts or negligence of the Church and fall outside of the indemnification requirements of BSA in § II.A.1 (above), nothing in this Agreement shall be deemed to limit BSA’s right to seek contribution or indemnification from the Church for such Losses or Claims, including attorneys’ fees and costs related thereto. Scouting Unit Church By: By: Signature Signature Name Name Title: Unit Committee Chair Title: Chair of Board of Trustees Boy Scouts of America ** BSA’s endorsement of this Agreement relates solely to the Indemnification and Insurance provisions set forth in §II.A and II.B of this Agreement. *** This is a BSA-approved form as of the month and year reflected in the bottom margin of this Agreement. Once signed by all other parties to this Agreement, and provided no more recent form agreement has been approved by BSA as of the date those signatures are applied, Xx. Xxxxx’x pre-printed electronic signature on this Agreement will be recognized as valid and binding on BSA as of the same date with respect to the Indemnification and Insurance provisions. By: Xxxxx X. Xxxxx** Signature Xxxxx X. Xxxxx President and Chief Executive Officer
Contribution and Indemnification. THE AFFILIATED ORGANIZATION ACKNOWLEDGES AND AGREES THAT, IN THE EVENT THERE ARE LOSSES OR CLAIMS ASSERTED AGAINST OR SUSTAINED BY BSA OR THE LOCAL COUNCIL THAT ARE ATTRIBUTABLE TO THE WILLFUL ACTS OR NEGLIGENCE OF THE PROTECTED PARTIES AND FALL OUTSIDE OF THE INDEMNIFICATION REQUIREMENTS OF BSA IN § I.A.1 (ABOVE), NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO LIMIT BSA’S RIGHT TO SEEK CONTRIBUTION OR INDEMNIFICATION FROM THE PROTECTED PARTIES FOR SUCH LOSSES OR CLAIMS, INCLUDING ATTORNEYS’ FEES AND COSTS RELATED THERETO.
Contribution and Indemnification. (a) To the extent that a payment is made on the Obligations by a Guarantor (a "Guarantor Payment") which, taking into account all other Guarantor Payments then previously or concurrently made by or attributable to any other Guarantor, exceeds such Guarantor's Allocable Share of all such Guarantor Payments (as such share would then be calculated immediately prior to such Guarantor Payment), then such Guarantor shall be entitled to contribution and indemnification from, and to be reimbursed by, each of the other Guarantors for the amount of such excess, pro rata based upon their respective Allocable Shares as in effect immediately prior to such Guarantor Payment.
Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loan, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the Indemnitee shall be entitled to make demand on Borrower for such Excess Payments, and, to the extent not recovered from Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “Indemnitor”), such Indemnitor’s Contribution Percentage of the Excess Payment. If any Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees to
Contribution and Indemnification. The Affiliated Organization acknowledges and agrees that, in the event there are Losses or Claims asserted against or sustained by BSA or the Local Council that are attributable to the willful acts or negligence of the Protected Parties and fall outside of the indemnification requirements of BSA in § I.A.1 (above), nothing in this Agreement shall be deemed to limit BSA’s right to seek contribution or indemnification from the Protected Parties for such Losses or Claims, including attorneys’ fees and costs related thereto.
Contribution and Indemnification. The parties hereto agree that each Subsidiary Guarantor, if any, shall have the rights and obligations provided in Section 10.25 of the Credit Agreement and Section 10.25 of the Credit Agreement shall be deemed incorporated by reference herein.
Contribution and Indemnification. To the extent that any Guar- antor shall, under this Agreement as a joint and several obligor, repay any of the Obligations (an “Accommodation Payment”), then the Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Guarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Guarantors. As of any date of determination, the “Al- locable Amount” of each Guarantor shall be equal to the maximum amount of liability for Ac- commodation Payments which could be asserted against such Guarantor hereunder without (a) rendering such Guarantor “insolvent” within the meaning of Section 101(31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. SECTION 3.03.
Contribution and Indemnification. (1) The Applicant is responsible for the procedures for the waiver of joint and several liability under Article 530-9 of the Commercial Code and the amendment to certain terms under the underlying agreement with respect to the Guaranteed Obligations and the Bank only has a responsibility under this Agreement and the Payment Guarantees.
