Limitation of Guarantees Sample Clauses

Limitation of Guarantees. The Company and each Holder by its acceptance thereof, hereby confirm that it is the intention of all such parties that any Guarantee of the Securities executed by a Guarantor under this Indenture and the terms of a supplemental indenture or Officers’ Certificate for any series of Securities not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act or any similar federal or state law. To effectuate the foregoing intention, in the event that any such Guarantee would constitute or result in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, the liability of the Guarantor under such Guarantee shall be reduced to the maximum amount, after giving effect to all other contingent and fixed liabilities of such Guarantor, permissible under the applicable fraudulent conveyance or similar law.
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Limitation of Guarantees. The Company and the Guarantor and each Holder of a Note by his acceptance thereof, hereby confirm that it is the intention of all such parties that the Guarantor shall be liable under this Indenture only for amounts aggregating up to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the U. S. Bankruptcy Code, subject to annulment under Sections 91 to 101.1 of the Bankruptcy and Insolvency Act (Canada) or, in either case, under any comparable provisions of any applicable law. To effectuate the foregoing intention, the Holders hereby irrevocably agree that in the event that any such Guarantee would constitute or result in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, the liability of the Guarantor under the Guarantee shall be reduced to the maximum amount, after giving effect to all other contingent and fixed liabilities of the Guarantor, permissible under the applicable fraudulent conveyance or similar law.
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Limitation of Guarantees. Notwithstanding any provision of any Subsidiary Guarantee, any Subsidiary Guarantee of a Subsidiary Guarantor shall hereby be limited to the extent, if any, required so that its obligations under such Subsidiary Guarantee shall not be subject to avoidance under Section 548 of the Federal Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.
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Limitation of Guarantees. Notwithstanding any provision of the Limited Guarantee or any Subsidiary Guarantee, any such guarantee by the Limited Guarantor or any subsidiary guarantor is hereby limited to the extent, if any, required so that its obligations under such guarantee shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.
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Limitation of Guarantees. (a) The Sprint Communications Guarantee is limited to an amount not to exceed the maximum amount that can be guaranteed by Sprint Communications by law or without resulting in its obligations under the Sprint Communications Guarantee being voidable or unenforceable under applicable laws relating to fraudulent transfer, or under similar laws affecting the rights of creditors generally.
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Limitation of Guarantees. Notwithstanding any other provision of this Indenture, the obligations of each Guarantor under its Guarantee shall be limited under the relevant laws applicable to such Guarantor and the granting of such Guarantees (including laws relating to corporate benefit, capital preservation, financial assistance, fraudulent conveyances and transfers or transactions under value) to the maximum amount payable such that such Guarantees shall not constitute a fraudulent conveyance, fraudulent transfer, voidable preference, a transaction under value or unlawful financial assistance or otherwise cause the Guarantor to be insolvent under relevant law or such Guarantee to be void, unenforceable or ultra xxxxx or cause the directors of such Guarantor to be held in breach of applicable corporate or commercial law providing for such Guarantee.
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Limitation of Guarantees. The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or secure through the granting of Liens (other than Liens permitted under Section 4.17) the payment of any Indebtedness of any other Person, in each case unless such Restricted Subsidiary, the Company and the Trustee execute and deliver, prior to or concurrently with the issuance of such guarantee, a supplemental indenture, in form and substance satisfactory to the Trustee, pursuant to which such Restricted Subsidiary shall unconditionally guarantee the payment of principal of, premium, if any, and interest on the Notes, such guarantee to be a senior subordinated unsecured obligation of such Restricted Subsidiary. The Company shall not be required to make a notation on the Notes to reflect any such subsequent guarantee. Nothing in this Section 4.18 shall be construed to permit any Restricted Subsidiary of the Company to incur Indebtedness otherwise prohibited by Section 4.12.
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Limitation of Guarantees. 30 Section 6.4. Limitation of Encumbrances............................. 30 Section 6.5. Certain Transactions................................... 30 Section 6.6. Name, Fiscal Year and Accounting Method................ 30 Section 6.7. Location of Collateral................................. 31 Section 6.8. Consolidation Leverage Ratio........................... 31 Section 6.9. Dividends.............................................. 31 Section 6.10. No Default............................................. 31 ARTICLE VII CONDITIONS TO ISSUANCE OF LETTER OF CREDIT...................... 31
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Limitation of Guarantees. The Borrower and its Subsidiaries shall not guarantee or otherwise become responsible for obligations of any other person, corporation or entity, except those required by this Agreement, the endorsement of negotiable instruments in their ordinary course of business for collection, those required by the lenders to the HEICO Corporation, provided that Borrower is Solvent after giving effect to such Guaranty.
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Related to Limitation of Guarantees

  • Limitation of Guarantee The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor.

  • Release of Guarantees A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

  • Limitation of Guaranty Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty.

  • Subordination of Guarantees ANTI-LAYERING. No Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of a Guarantor and senior in any respect in right of payment to any of the Guarantees. Notwithstanding the foregoing sentence, the Guarantee of each Guarantor shall be subordinated to the prior payment in full of all Senior Debt of that Guarantor (in the same manner and to the same extent that the Securities are subordinated to Senior Debt), which shall include all guarantees of Senior Debt.

  • ADJUSTMENT OF GUARANTEES 8.1 In the event of any change to any law, governmental regulation or requirement or interpretation thereof (“Rule Change”) by any governmental agency made subsequent to the date of the Agreement and such Rule Change affects the A321 NEO Aircraft configuration or performance or both required to obtain certification the Guarantees will be appropriately modified to reflect the effect of any such change.

  • Releases of Guarantees (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) to take any action requested by the Borrower having the effect of releasing any guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 10.1 or (ii) under the circumstances described in paragraph (b) below.

  • Execution of Guarantee To further evidence the Guarantee to the Holders, the Guarantor hereby agrees to execute a Guarantee substantially in the form of Exhibit A hereto, to be endorsed on and made a part of each Security ordered to be authenticated and delivered by the Trustee. The Guarantor hereby agrees that its Guarantee set forth in Section 2.01 shall remain in full force and effect notwithstanding any failure to endorse on each Security a Guarantee. Each such Guarantee shall be signed on behalf of the Guarantor by its Chairman of the Board, its President or one of its Vice Presidents prior to the authentication of the Security on which it is endorsed, and the delivery of such Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of the Guarantor. Such signature upon the Guarantee may be a manual or facsimile signature of such officer and may be imprinted or otherwise reproduced on the Guarantee, and in case such officer who shall have signed the Guarantee shall cease to be such officer before the Security on which Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, the Security nevertheless may be authenticated and delivered or disposed of as though the Person who signed the Guarantee had not ceased to be such officer of the Guarantor.

  • Release of Guarantee The Note Guarantees hereunder may be released in accordance with Section 10.2 of the Indenture.

  • Release of Guaranties WCI shall use reasonable efforts to obtain the termination and release promptly after the Closing Date of the personal guaranties of the Shareholders listed on Schedule 9.2, all of which relate to indebtedness of each Seller included in the Financial Statements as of the Balance Sheet Date or WCI and Buyer shall indemnify the Shareholders and hold them harmless from and against all losses, expenses or claims by third parties to enforce or collect indebtedness owed by each Seller as of the Closing Date which is personally guaranteed by the Shareholders pursuant to such guaranties. The Shareholders may notify the obligees under such guaranties that they have terminated their obligations under such guaranties. The Shareholders shall cooperate with WCI in obtaining such releases.

  • NOTATION OF GUARANTEE As set forth more fully in the Indenture, the Persons constituting Subsidiary Guarantors from time to time, in accordance with the provisions of the Indenture, irrevocably and unconditionally and jointly and severally guarantee, in accordance with Section 12.1 of the Indenture, to the Holders and to the Trustee and its successors and assigns, that (i) the principal of and interest on the 6% Securities will be paid, whether at the Stated Maturity or Interest Payment Dates, by acceleration, call for redemption or otherwise, and all other obligations of the Company to the Holders or the Trustee under the Indenture or this 6% Security will be promptly paid in full or performed, all in accordance with the terms of the Indenture and this 6% Security, and (ii) in the case of any extension of payment or renewal of this 6% Security or any of such other obligations, they will be paid in full when due or performed in accordance with the terms of such extension or renewal, whether at the Stated Maturity, as so extended, by acceleration or otherwise. Such Guarantees shall cease to apply, and shall be null and void, with respect to any such guarantor who, pursuant to Article 12 of the Indenture, is released from its Guarantees, or whose Guarantees otherwise cease to be applicable pursuant to the terms of the Indenture.

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