Common use of General Limitation on Guarantee Obligations Clause in Contracts

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 13 contracts

Samples: Credit Agreement (Avantor, Inc.), Credit Agreement (Signify Health, Inc.), Credit Agreement (Avantor, Inc.)

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General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty rights of subrogation and the right of contribution established in Section 11.10Sections 7.04 and 7.10, but before giving effect to any other guaranteerespectively) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 9 contracts

Samples: Pledge Agreement (International Seaways, Inc.), Credit Agreement (International Seaways, Inc.), Credit Agreement (HC2 Holdings, Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor (other than the Borrowers) under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 8 contracts

Samples: Loans and Payments (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.), Abl Credit Agreement (Option Care Health, Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 7 contracts

Samples: Abl Credit Agreement (Prestige Consumer Healthcare Inc.), Term Loan Credit Agreement (Prestige Consumer Healthcare Inc.), Term Loan Credit Agreement (Prestige Brands Holdings, Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor or the Borrower under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary GuarantorGuarantor or the Borrower, any Loan Credit Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee7.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 6 contracts

Samples: Credit Agreement (iCIMS Holding LLC), Credit Agreement (iCIMS Holding LLC), Credit Agreement (Blend Labs, Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, insolvency or reorganization law or other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any other Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty rights of subrogation and the right of contribution established in Section 11.10Sections 7.04 and 7.10, but before giving effect to any other guaranteerespectively) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 6 contracts

Samples: Senior Secured Term Loan Credit Agreement (Internap Corp), Term Loan Credit Agreement (Internap Corp), Credit Agreement (Internap Corp)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.1, then, notwithstanding any other provision to the contrary, the amount of such liability shallwill, without any further action by such Subsidiary Guarantor, any Loan Credit Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty rights of subrogation and the right of contribution established in Section 11.10, but before giving effect to any other guarantee7.5) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 6 contracts

Samples: Credit and Guaranty Agreement (Artivion, Inc.), Credit and Guaranty Agreement (Cohu Inc), Credit and Guaranty Agreement (Artivion, Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.1, then, notwithstanding any other provision to the contrary, the amount of such liability shallwill, without any further action by such Subsidiary Guarantor, any Loan Credit Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty rights of subrogation and the right of contribution established in Section 11.10, but before giving effect to any other guarantee7.5) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 5 contracts

Samples: Credit and Guaranty Agreement (Bioventus Inc.), Credit and Guaranty Agreement (Bioventus Inc.), Credit and Guaranty Agreement (Bioventus Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee7.10) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 3 contracts

Samples: Credit Agreement (Merge Healthcare Inc), Credit Agreement (Merge Healthcare Inc), Credit Agreement (Merge Healthcare Inc)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor or the Borrower under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right rights of contribution established in Section 11.10the Contribution, but before giving effect to any other guaranteeIntercompany, Contracting and Offset Agreement) that is are valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 3 contracts

Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0111.09, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guaranteeguarantee (including any guarantee of the Second Lien Obligations)) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 3 contracts

Samples: Credit Agreement (Jason Industries, Inc.), Credit Agreement (Jason Industries, Inc.), Credit Agreement (Jason Industries, Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 11.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0111.1, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 3 contracts

Samples: Credit Agreement (Astronics Corp), Credit Agreement (Astronics Corp), Credit Agreement (Astronics Corp)

General Limitation on Guarantee Obligations. (a) In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary US Guarantor under Section 11.01 15.01(a) would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0115.01(a), then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary US Guarantor, any Loan US Credit Party, UK Credit Party or Canadian Credit Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee15.10(a)) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 2 contracts

Samples: Credit Agreement (Mobile Mini Inc), Credit Agreement (Mobile Mini Inc)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0111.09, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to any guarantee of the First Lien Secured Obligations and the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 2 contracts

Samples: Credit Agreement (Global Eagle Entertainment Inc.), Second Lien Credit Agreement (Global Eagle Entertainment Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty rights of subrogation and the right of contribution established in Section 11.10Sections 7.04 and 7.10, but before giving effect to any other guaranteerespectively) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (PHC Inc /Ma/)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0111.09, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to any guarantee of the First Lien Secured Obligations and the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 2 contracts

Samples: Credit Agreement (Jason Industries, Inc.), Credit Agreement (Jason Industries, Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty rights of subrogation and the right of contribution established in Section 11.10Sections 7.04 and 7.10, but before giving effect to any other guaranteerespectively) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 2 contracts

Samples: Credit Agreement (Biglari Holdings Inc.), Credit Agreement (Biglari Holdings Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee7.10) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 2 contracts

Samples: Credit Agreement (Kemet Corp), Credit Agreement (Kemet Corp)

General Limitation on Guarantee Obligations. In any action action, case or proceeding involving any federal, provincial or state corporate limited partnership or limited liability company law, or any applicable statefederal, federal provincial, state or foreign bankruptcy, insolvency, reorganization reorganization, Debtor Relief Law, or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, avoidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0111.01 or otherwise, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action action, case or proceeding.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (BRP Inc.), Term Loan Credit Agreement (BRP Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor or the Borrower under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary GuarantorGuarantor or the Borrower, any Loan Credit Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee7.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.. Section 7.09

Appears in 2 contracts

Samples: Credit Agreement (Blend Labs, Inc.), Credit Agreement (Par Technology Corp)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty rights of subrogation and the right of contribution established in Section 11.107.04 and Section 7.10, but before giving effect to any other guaranteerespectively) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 2 contracts

Samples: First Lien Credit Agreement (SolarWinds Corp), Security Agreement (SolarWinds Corp)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary U.S. Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary U.S. Guarantor, any other Loan Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee11.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Credit Agreement (Gates Industrial Corp PLC)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision contained herein or in any other of the Loan Documents or the other documents relating to the Guaranteed Obligations to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Assignment and Assumption (Headwaters Inc)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor (other than the Issuers) under Section 11.01 10.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0110.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Note Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty Note Guarantee and the right of contribution established in Section 11.10, but before giving effect to any other guarantee10.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Intercreditor Agreement (Option Care Health, Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or 178 other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty rights of subrogation and the right of contribution established in Section 11.107.04 and Section 7.10, but before giving effect to any other guaranteerespectively) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: First Lien Credit Agreement (SolarWinds Corp)

General Limitation on Guarantee Obligations. (a) In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary US Guarantor under Section 11.01 15.01(a) would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0115.01(a), then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary US Guarantor, any Loan US Credit Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee15.10(a)) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Credit Agreement (Mobile Mini Inc)

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General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor (other than the Borrowers) under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.. Section 11.09

Appears in 1 contract

Samples: Credit Agreement (Option Care Health, Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.. Section 11.09

Appears in 1 contract

Samples: Existing Credit Agreement (Prestige Consumer Healthcare Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal state or foreign Federal bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 3.01(b) would otherwise otherwise, taking into account the provisions of Section 3.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.013.01(b), then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party Lender, the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is Amended and Restated Revolving Credit Agreement valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Revolving Credit Agreement (Chart Industries Inc)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law Legal Requirement affecting the 137 rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty rights of subrogation and the right of contribution established in Section 11.10Sections 7.04 and 7.10, but before giving effect to any other guaranteerespectively) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Credit Agreement

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would 157 otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty rights of subrogation and the right of contribution established in Section 11.10Sections 7.04 and 7.10, but before giving effect to any other guaranteerespectively) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Credit Agreement (International Seaways, Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 Section7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty rights of subrogation and the right of contribution established in Section 11.10Sections 7.04 and 7.10, but before giving effect to any other guaranteerespectively) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Credit Agreement (International Seaways, Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal state or foreign Federal bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 3.01 hereof would otherwise otherwise, taking into account the provisions of Section 3.07 hereof, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under said Section 11.013.01, then, notwithstanding any other provision hereof to the contrary, the amount of Subsidiary Guarantee and Security Agreement such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party Lender, the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Subsidiary Guarantee and Security Agreement (United Stationers Supply Co)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, insolvency or reorganization law or other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty rights of subrogation and the right of contribution established in Section 11.10Sections 7.04 and 7.10, but before giving effect to any other guaranteerespectively) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Credit Agreement (Biglari Holdings Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty rights of subrogation and the right of contribution established in Section 11.10Sections 7.04 and 7.10, but before giving effect to any other guaranteerespectively) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Credit and Security Agreement (Five Star Quality Care Inc)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 4.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.014.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.104.09, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Credit Agreement (Smart Sand, Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 ‎Section 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01‎Section 7.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty rights of subrogation and the right of contribution established in Section 11.10‎Section 7.04 and ‎Section 7.10, but before giving effect to any other guaranteerespectively) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Credit Agreement (Inotiv, Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section Sec tion 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated sub ordinated to the claims of any other creditors, on account of the amount of its liability under Section Sec tion 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Personperson, be automatically automat ically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established estab lished in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.. Section 11.09

Appears in 1 contract

Samples: Term Loan Credit Agreement (Prestige Brands Holdings, Inc.)

General Limitation on Guarantee Obligations. In any action or proceeding involving any federal, state or provincial corporate limited partnership partnership, unlimited liability company or limited liability company law, or any applicable state, provincial, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 this Guarantee Agreement would otherwise be held or determined to be compromised, void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01this Guarantee Agreement, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee13) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Collateral Agreement (Wesco International Inc)

General Limitation on Guarantee Obligations. (a) In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary US Guarantor under Section 11.01 15.01(a) would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0115.01(a), then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary US Guarantor, any Loan US Credit Party, UK Credit Party or Canadian Credit Party or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee15.10(a)) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Credit Agreement (Mobile Mini Inc)

General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party Company or any other Personperson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty rights of subrogation and the right of contribution established in Section 11.107.04 and Section 7.10, but before giving effect to any other guaranteerespectively) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Appears in 1 contract

Samples: Revolving Credit Agreement (ICO Global Communications (Holdings) LTD)

General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 14.01 would otherwise otherwise, taking into account the provisions of Section 14.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0114.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Secured Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION 98

Appears in 1 contract

Samples: Loan Agreement (NanoString Technologies Inc)

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