Common use of GUARANTY LIABILITY Clause in Contracts

GUARANTY LIABILITY. 1. Guarantor's obligations hereunder and under the other Loan Documents shall be in an amount (such amount being referred to herein as the "Maximum Guaranty Liability") equal to, but not in excess of, the maximum liability permitted under Title 11 of the United States Code, any other state or federal laws governing bankruptcy, suspension of payments, reorganization, arrangement, adjustment of debts, dissolution, insolvency, relief of debtors or creditors' rights and any other similar laws ("Applicable Bankruptcy Law"). To the extent such obligations otherwise would be subject to avoidance under Applicable Bankruptcy Law, if Guarantor is deemed not to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder or under the other Loan Documents, Guarantor's obligations hereunder and under the other Loan Documents shall be reduced to that amount which, after giving effect thereto, would not render Guarantor insolvent, or leave Guarantor with an unreasonably small capital to conduct its business, or cause Guarantor to have incurred debts (or to be deemed to have intended to incur debts), beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under Applicable Bankruptcy Law. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in accordance with Applicable Bankruptcy Law. This Paragraph 1 is intended solely to preserve the rights of the Bank hereunder and under the other Loan Documents to the maximum extent permitted by Applicable Bankruptcy Law, and neither the Guarantor nor any other person or entity shall have any right or claim under this Paragraph 1 that otherwise would not be available under Applicable Bankruptcy Law. Guarantor agrees that the Obligations at any time and from time to time may exceed the Maximum Guaranty Liability of Guarantor, without impairing this Guaranty or affecting the rights and remedies of the Bank hereunder.

GUARANTY LIABILITY. 1. Guarantor's obligations hereunder and under the other Loan Documents shall be in an amount (such amount being referred to herein as the "Maximum Guaranty Liability") equal to, but not in excess of, the maximum liability permitted under Title 11 of the United States Code, any other state or federal laws governing bankruptcy, suspension of payments, reorganization, arrangement, adjustment of debts, dissolution, insolvency, relief of debtors or creditors' rights and any other similar laws ("Applicable Bankruptcy Law"). To the extent such obligations otherwise would be subject to avoidance under Applicable Bankruptcy Law, if Guarantor is deemed not to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder or under the other Loan Documents, Guarantor's obligations hereunder and under the other Loan Documents shall be reduced to that amount which, after giving effect thereto, would not render Guarantor insolvent, or leave Guarantor with an unreasonably small capital to conduct its business, or cause Guarantor to have incurred debts (or to be deemed to have intended to incur debts), beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under Applicable Bankruptcy Law. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in accordance with Applicable Bankruptcy Law. This Paragraph 1 is intended solely to preserve the rights of the Bank hereunder and under the other Loan Documents to the maximum extent permitted by Applicable Bankruptcy Law, and neither the Guarantor nor any other person or entity shall have any right or claim under this Paragraph 1 that otherwise would not be available under Applicable Bankruptcy Law. Guarantor agrees that the Obligations at any time and from time to time may exceed the Maximum Guaranty Liability of Guarantor, without impairing this Guaranty or affecting the rights and remedies of the Bank hereunder.Bankruptcy

GUARANTY LIABILITY. 1. Guarantor's obligations hereunder (a) Except to the extent otherwise provided in this Agreement, MSREF and Ashford, as the Guarantors under the other Loan Documents Guaranty, each agree that its respective share of the Guaranteed Obligations shall be in an amount (such amount being referred limited to herein as the "Maximum Guaranty Liability") equal to, but not in excess of, the maximum liability permitted under Title 11 its respective Sharing Percentage of the United States Code, total amount of such Guaranteed Obligations. (b) In the event that either MSREF or Ashford are called upon to satisfy any other state or federal laws governing bankruptcy, suspension of payments, reorganization, arrangement, adjustment of debts, dissolution, insolvency, relief of debtors or creditors' rights the Guaranteed Obligations and any other similar laws ("Applicable Bankruptcy Law"). To the extent such obligations otherwise would be subject to avoidance under Applicable Bankruptcy Law, if Guarantor is deemed not to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder or under the other Loan Documents, Guarantor's obligations hereunder and under is not also called or in the event payments are made by MSREF or Ashford in satisfaction of the Guaranteed Obligations other Loan Documents shall be reduced to that amount which, after giving effect thereto, would not render Guarantor insolvent, or leave Guarantor with an unreasonably small capital to conduct its business, or cause Guarantor to have incurred debts (or to be deemed to have intended to incur debts), beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under Applicable Bankruptcy Law. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined than in accordance with Applicable Bankruptcy Lawthe Sharing Percentage or as otherwise required in this Agreement, Ashford and MSREF each agree that it shall reimburse or indemnify the other Party. This Paragraph 1 is intended solely Ashford or MSREF, as the case may be, shall promptly pay to preserve the rights other Party an amount such that, following the payment of such amount, the aggregate payments made in respect of the Bank Guaranteed Obligations shall be shared by Ashford and MSREF in accordance with the Sharing Percentage or as otherwise required in this Agreement, plus all reasonable charges, costs and expenses actually incurred by the claiming party in enforcing its rights hereunder against the other, if any. (c) If the Guaranteed Obligations arose primarily through the gross negligence of either MSREF or Ashford (or any of their respective Affiliates), whether by act or omission or through the breach of the Merger Agreement, of the Party’s respective Financing Documents, or of the Party’s respective Purchase Agreement, then that Party agrees to be solely responsible for and under to satisfy such Guaranteed Obligations (without any reimbursement or indemnification from the other Loan Documents Party) and agrees to reimburse or indemnify the other Party with respect to such Guaranteed Obligations. (d) If any Party receives notice requesting payment of any amounts pursuant to the maximum extent permitted by Applicable Bankruptcy LawGuaranty (a “Notice of Claim”), and neither such Party shall provide written notice to the Guarantor nor any other person or entity shall have any right or claim under this Paragraph 1 that otherwise would not be available under Applicable Bankruptcy Law. Guarantor agrees that the Obligations at any time and from time to time may exceed the Maximum Guaranty Liability Party within one (1) Business Day of Guarantor, without impairing this Guaranty or affecting the rights and remedies receipt of the Bank hereundera Notice of Claim.