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 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 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 Local Council Council Name: By: Signature Name Title: 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. (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. The Diocese/Parish/School 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 Diocese/Parish/School 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 Diocese/Parish/School for such Losses or Claims, including attorneys’ fees and costs related thereto. Scouting Unit Diocese/Parish/School By: By: Signature Signature Name Name Title: Unit Committee Chair Title: Chair of Board of Trustees Local Council Council Name: By: Signature ** 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. Name Title: Boy Scouts of America By: Xxxxx X. Xxxxx** Signature Xxxxx X. Xxxxx President and Chief Executive Office
Contribution and Indemnification. You agree to indemnify and hold us harmless and to indemnify and hold harmless each other Member and each person, if any, who controls us or such other Member within the meaning of the Exchange Act, against any and all losses, claims, damages, or liabilities, joint or several (or actions of any nature whatsoever in respect thereof), to which we or any of them may become subject insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based on your giving of unauthorized information or your making of unauthorized representations with respect to the Securities, or arise out of or are based on your failure to observe applicable SEC or MSRB rules or other regulatory provisions, or arise out of or are based on the absence of authority on your part to participate in the Account as a Member or to execute, to consummate the transactions contemplated in, or to perform this Agreement, or arise out of or are based on breach or violation of the law of any jurisdiction that restricts, limits or prohibits such execution, consummation or performance. You agree to reimburse each such indemnified party or parties for any legal or other expenses whatsoever reasonably incurred (including fees and disbursements of counsel) in connection with investigating, preparing or defending against any such loss, claim, damage, liability or action. In the event that at any time any claim or claims are asserted against us, as Manager or otherwise involving the Members generally (other than claims for which there is a right of indemnification pursuant to the preceding paragraph above and for which such right has not been held to be unavailable by a final determination of a court of competent jurisdiction) relating to the sale of the Securities or any of the transactions contemplated by this Agreement, we will be authorized to make such investigation, to retain such counsel and to take such other action as we deem necessary or desirable under the circumstances, including settlement of any such claim or claims if such course of action is recommended by counsel retained by us. You agree to pay to us, at our request and without prior notice of the assertion of any such claim or claims, your share of the expenses (including but not limited to the fees and disbursements of counsel so retained) and the cost of any such settlement, in Pro Rata Proportion to your Participation in the Account, incurred by us in connection with investigating, prepari...
