Avoidance. As of any date of determination, the maximum obligation of each Guarantor shall equal, but not exceed, the maximum amount of liability which could be asserted against such Guarantor hereunder (or any other obligations of such Guarantor to the Credit Parties) without (i) rendering such Guarantor “insolvent” within the meaning of Section 101(32) of the Federal Bankruptcy Code (the “Bankruptcy Code”) or Section 2 of either the Uniform Fraudulent Transfer Act (the “UFTA”) or the Uniform Fraudulent Conveyance Act (the “UFCA”) or the fraudulent conveyance and transfer laws of the State of New York or such other jurisdiction whose laws shall be determined to apply to the transactions contemplated by this Agreement (the “Applicable State Fraudulent Conveyance Laws”), (ii) leaving such Guarantor with unreasonably small capital, within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA or Section 5 of the UFCA or the Applicable State Fraudulent Conveyance Laws, or (iii) 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 6 of the UFCA or the Applicable State Fraudulent Conveyance Laws. This Section is intended solely to preserve the rights of the Credit Parties hereunder to the maximum extent that would not cause the obligations of each Guarantor hereunder to be unenforceable or subject to avoidance, and neither a Guarantor nor any other Person shall have any right or claim under this Section as against the Credit Parties that would not otherwise be available to such Person.
Avoidance a) Locate new roads, fences, power lines, well pads, flow lines, compressors, and other associated oil and gas infrastructure and their Impact Buffers outside focal areas, connectivity zones, or in other areas identified as high probability lek and nest habitat by 2013 CHAT categories 1-3. (Discretionary)
b) Bury new distribution lines within 1.25 mi of leks active within the previous 5 years. If new distribution lines cannot be buried, justification must be provided to and approval obtained from WAFWA prior to construction of such new distribution lines. (Required)
Avoidance. Without limiting the generality of the foregoing provisions, each Guarantor, and by its acceptance of this Guaranty, the Agent, for the benefit of the Credit Parties, hereby confirm that the parties intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal, state or foreign law for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the Agent, for the benefit of the Credit Parties, to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other person or entity shall have any right or claim under this paragraph with respect to such maximum liability, except to the extent necessary so that the obligations of the Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Guarantied Obligations may at any time and from time to time exceed the maximum liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the Agent on behalf of the Credit Parties, hereunder, provided that, nothing in this sentence shall be construed to increase any Guarantor's obligations hereunder beyond its maximum liability.
Avoidance. The parties agree that:
(a) they will make every effort to ensure that disputes do not arise;
(b) if a dispute does arise, they must make every reasonable effort to resolve the dispute in accordance with this clause 11 and without recourse to litigation or arbitration proceedings; and
(c) the provisions of clauses 11.1 and 11.2(b) do not apply to litigation proceedings for injunctive, interlocutory or declaratory relief.
Avoidance. 1) Avoid non-emergency operations, construction and maintenance activities, where humans are present, during lekking, nesting, and brooding season (Mar 1–Jul 15) within 1.25 mi of leks recorded active within the previous 5 years. (Discretionary, see Section XII(C)(2)(a)) Emergency operations that are meant to address direct human or environmental safety concerns or emergency operations that relate directly to operational continuity are allowed. Such emergency operations may include, but are not limited to, spill response and cleanup, response to well control incidents (i.e., incidents related to down hole pressures during drilling, completion, recompletion, or production operations), equipment repairs, flow line/pipeline repairs, unloading of one or more tanks to prevent the tank(s) from overflowing, security-related activities (e.g., activities to prevent theft and vandalism), well problems requiring a workover to make a well productive again), regulatory requirements, and unplanned construction and maintenance activities. Participants must also record the dates, duration and purpose of any emergency operations, construction and maintenance activities that occurred between March 1 and July 15 within 1.25 miles of leks recorded as active within the previous 5 years and must provide that documentation with their annual reporting. (Required)
2) Seismic surveys and similar activities that require extensive off road travel shall not be conducted in rangeland or planted grass cover during the lekking nesting and brooding season (Mar 1–Jul 15) within 1.25 mi of leks recorded active within the previous five years and lek surveys shall be required in CHAT categories 1-3 prior to any breeding season Seismic surveys. (Required subject to exception in Section XII(C)(2)(c)).
Avoidance. The alteration of the school year for 12-month employees as a group or any individual employee by the Board or the Superintendent (for example, from 249 to 242 days) shall not be made solely for the purpose of eliminating vacation benefits for a group of employees or an individual employee under this Article.
Avoidance. The transactions contemplated hereby are not subject to avoidance as fraudulent transfers or fraudulent conveyances under applicable non-bankruptcy law or the Bankruptcy Code.
Avoidance. To the extent that Newco receives any payment on account --------- of Company's obligations hereunder, and any such payment(s) and/or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, subordinated, and/or required to be repaid to a trustee, receiver, or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then, to the extent of such payment(s) or proceeds received, Company's obligations hereunder, or part thereof intended to be satisfied, shall be revived and continue in full force and effect, as if such payment(s) and/or proceeds had not been received by Newco.
Avoidance. If a payment made by you to us is void, voidable, unenforceable or defective for any reason or we choose to direct that payment to another party who is entitled to the money that is subject to the payment (each an “Avoidance”), then even though we knew, could, or should have known of the Avoidance:
(a) your liability under these terms will be what it would have been, and will continue, as if the payment which was subject to the Avoidance had not occurred; and
(b) you will execute and do anything necessary or required by us to restore us to the position immediately before the Avoidance. This clause survives termination of this Agreement.
Avoidance. If payment is delayed by more than 3 months SANOVO shall be entitled to terminate the Agreement by notice in writing to the Buyer and, in addition to the interest and compensation for recovery costs according to this Clause, to claim compensation for the loss he incurs. Such compensation shall not exceed the agreed purchase price.
