Guarantor Claims Sample Clauses
The Guarantor Claims clause defines the rights and procedures for a party to make claims against a guarantor under a contract. Typically, this clause outlines the circumstances under which a claim can be made, the process for notifying the guarantor, and any limitations or conditions that must be met before a claim is valid. For example, it may require the claimant to first seek payment from the primary obligor before approaching the guarantor. The core function of this clause is to ensure that there is a clear and enforceable mechanism for recovering losses or enforcing obligations if the primary party fails to perform, thereby allocating risk and providing security to the beneficiary.
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Guarantor Claims. EACH OF THE GUARANTORS EXPRESSLY AND SPECIFICALLY POSTPONES IN EFFECT ANY AND ALL RIGHTS, WHETHER ARISING BY LAW OR AGREEMENT OR OTHERWISE, TO REIMBURSEMENT, CONTRIBUTION, SUBROGATION, EXONERATION AND INDEMNIFICATION, AND TO PARTICIPATE IN ANY CLAIM OR REMEDY OF CREDITOR OR ANY OTHER PERSON AGAINST OBLIGOR, OR ANY OTHER PERSON, WITH RESPECT TO THE GUARANTEED OBLIGATIONS, UNTIL SUCH TIME AS CREDITOR HAS BEEN FULLY AND FINALLY PAID.
Guarantor Claims
Guarantor Claims. (a) Until payment in full of the Debt (including interest accruing on the Note after the commencement of a proceeding by or against Borrower under any Creditors Rights Law, which interest the parties agree remains a claim that is prior and superior to any claim of any Guarantor notwithstanding any contrary practice, custom or ruling in cases under the Bankruptcy Code or other Creditors Rights Law generally), each Guarantor agrees not to accept any payment or satisfaction of any Guarantor Claims and hereby assigns all such Guarantor Claims to Lender, including the right (but not the obligation) to file proof of claim and to vote in any Bankruptcy Action, including the right to vote on any plan of reorganization, liquidation or other proposal for debt adjustment under any Creditors Rights Law.
(b) Each Guarantor agrees that no payment by it under this Indemnity shall give rise to (a) any rights of subrogation against Borrower or the Collateral for the Debt, or (b) any rights of contribution against any other Person, in each case unless and until Lender has received full and indefeasible payment of the Debt and performance of the Other Obligations. If the deferral of such rights shall be unenforceable for any reason, each Guarantor agrees that (a) its rights of subrogation shall be junior and subordinate to Lender’s rights against Borrower and the Collateral for the Debt, and (b) its rights of contribution against any other Person shall be junior and subordinate to Lender’s rights against any other Person.
(c) Any Guarantor Claim shall be and hereby is deferred, postponed and subordinated to the prior payment in full of the Debt. Further, each Guarantor agrees that should such Guarantor receive any funds, payment, claim, distribution, satisfaction or security for any Guarantor Claim, the same shall be delivered to Lender in the form received (endorsed or assigned as may be appropriate) for application on account of, or as security for, the Debt and until so delivered to Lender, shall be held in trust for Lender as security for the Debt, and agrees that it shall have absolutely no dominion over the amount of such funds, payments, claim, distribution, satisfaction or security except to pay or deliver the same to Lender, and each Guarantor covenants to promptly pay or deliver the same to Lender.
(d) Each Guarantor agrees that it shall have no Liens or security interests upon Borrower’s assets to secure any Guarantor Claim and, to the extent that any such Lien or...
Guarantor Claims. The Guarantor hereby assigns such dividends and payments to the Agent for the benefit of the Lenders. Should the Agent receive, for application against the Guaranteed Obligations, any such dividend or payment which is otherwise payable to the Guarantor, and which, as between such Borrower and the Guarantor, shall constitute a credit against the Guarantor Claims, then upon payment to the Agent in full of the Guaranteed Obligations, the Guarantor shall become subrogated to the rights of the Agent to the extent that such payments to the Agent on the Guarantor Claims have contributed toward the liquidation of the Guaranteed Obligations, and such subrogation shall be with respect to that proportion of the Guaranteed Obligations which would have been unpaid if the Agent had not received dividends or payments upon the Guarantor Claims.