No Subrogation; Subordination Sample Clauses
The "No Subrogation; Subordination" clause prevents a party, typically an insurer or indemnitor, from stepping into the shoes of the indemnified party to pursue claims against third parties, and also requires that any rights or claims they may have are ranked below those of other creditors. In practice, this means that if an insurer pays out a claim, they cannot seek reimbursement from other parties involved, and any claims they do have are subordinated in priority to other obligations. This clause is primarily used to avoid conflicts of interest and ensure that the indemnified party’s relationships and obligations with other parties are not disrupted by subrogation or competing claims.
No Subrogation; Subordination. Notwithstanding any payment made by Holdings hereunder or the set-off or application of funds of Holdings by the Administrative Agent or any Secured Party, Holdings shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Secured Party against the Borrower or any Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Secured Party for the payment of the Obligations, nor shall Holdings be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by Holdings hereunder, until all amounts owing to the Administrative Agent and the Secured Parties by the Loan Parties on account of the Obligations (other than any contingent indemnity Obligations) are paid in full, no Letter of Credit shall be outstanding. If any amount shall be paid to Holdings on account of such subrogation rights at any time when all of the Obligations (other than any contingent indemnity Obligations) shall not have been paid in full, such amount shall be held by Holdings in trust for the Administrative Agent and the Secured Parties, segregated from other funds of Holdings, and shall, forthwith upon receipt by Holdings, be turned over to the Administrative Agent in the exact form received by Holdings (duly indorsed by Holdings to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as is consistent with the Credit Agreement. The payment of any amounts due with respect to any Indebtedness of the Borrower or any Subsidiary Guarantor now or hereafter owing to Holdings by reason of any payment by Holdings under its guarantee hereunder is hereby subordinated to the prior payment in full in cash of the Obligations (other than any contingent indemnity Obligations). Holdings agrees that it will not demand, sue for or otherwise attempt to collect any such Indebtedness of the Borrower or any Subsidiary Guarantor to Holdings until the Obligations shall have been paid in full in cash (other than any contingent indemnity Obligations). If, notwithstanding the foregoing sentence, Holdings shall, prior to the indefeasible payment in full in cash of the Obligations (other than any contingent indemnity Obligations), collect, enforce or receive any amounts in respect of such Indebtedness, such amounts shall be collected, enforced and received by Holdings as trustee for the Secured P...
No Subrogation; Subordination. Each Guarantor hereby waives, and agrees that it will not exercise or seek to exercise, any claim or right that it may have against the Borrower or any other Guarantor at any time as a result of any payment made under or in connection with this Guaranty or the performance or enforcement hereof, including any right of subrogation to the rights of any of the Guaranteed Parties against the Borrower or any other Guarantor, any right of indemnity, contribution or reimbursement against the Borrower or any other Guarantor (including rights of contribution as set forth in Section 1(c)), any right to enforce any remedies of any Guaranteed Party against the Borrower or any other Guarantor, or any benefit of, or any right to participate in, any Collateral or other security held by any Guaranteed Party to secure payment of the Guaranteed Obligations, in each case whether such claims or rights arise by contract, statute (including the Bankruptcy Code), common law or otherwise; provided, however, that a Guarantor may enforce the rights of contribution set forth in Section 1(c) after satisfaction of the Termination Requirements. Each Guarantor further agrees that all indebtedness and other obligations, whether now or hereafter existing, of the Borrower or any other Subsidiary of the Borrower to such Guarantor, including any such indebtedness in any proceeding under the Bankruptcy Code and any intercompany debt or receivables, together with any interest thereon, shall be, and hereby are, subordinated and made junior in right of payment to the Guaranteed
No Subrogation; Subordination. Until all of Tenant’s obligations under the Lease are fully performed, Guarantor: (a) shall have no right of subrogation, contribution or reimbursement against Tenant by reason of any payments or acts of performance by Guarantor under this Guaranty; (b) waives any right to enforce any remedy which Guarantor now or hereafter may have against Tenant; and (c) subordinates any liability or indebtedness of Tenant now or hereafter held by Guarantor to Tenant’s obligations to Landlord under the Lease. Subject to the foregoing, so long as there is no continuing Default under the Lease, Tenant may pay Guarantor’s normal compensation and other sums payable to Guarantor in the ordinary course of Tenant’s business.
No Subrogation; Subordination. Notwithstanding any payment or payments made by any or all of the Guarantors or any setoff or application of funds of any Guarantor by any Obligee, any right of subrogation, reimbursement, or indemnity of any kind arising in favor of any Guarantor against the Estate, any other Guarantor, or any collateral, security or guaranty or right of offset held by any Obligee for the payment of the Guaranteed Obligations shall be postponed until all amounts owing to each Obligee by the Estate for or on account of the Guaranteed Obligations are paid in full, and any such right shall be subject and subordinate to such payment in full. Any and all other present and future debts and obligations of the Estate or any Guarantor to another Guarantor are hereby waived and postponed in favor of and subordinated to the full payment and performance of the Guaranteed Obligations.