Common use of Limitation of Guarantor's Liability Clause in Contracts

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations of such Guarantor under its Guarantee shall 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 Section 11.07, result in the Obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 5 contracts

Samples: Indenture (Neff Corp), Securities Purchase Agreement (Symbion Inc/Tn), Indenture (Carpenter W R North America Inc)

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Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree agrees that the Obligations obligations of such each Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such each 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 each other Guarantor under its Guarantee or pursuant to Section 11.0711.5, result in the Obligations obligations of such each Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 4 contracts

Samples: Indenture (Morris Publishing Group LLC), Indenture (Morris Publishing Group LLC), Indenture (Morris Publishing Group LLC)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.0711.5, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 4 contracts

Samples: Indenture (Listerhill Total Maintenance Center LLC), Indenture (Commemorative Brands Inc), Indenture (Anchor Glass Container Corp /New)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.0711.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 4 contracts

Samples: Indenture (Acme Television LLC), Indenture (Fibermark Office Products LLC), Indenture (Acme Intermediate Holdings LLC)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee this Article 11 shall 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 Obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07this Article 11, result in the Obligations of such Guarantor under its the Subsidiary Guarantee of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 3 contracts

Samples: Indenture (Pacific Aerospace & Electronics Inc), Indenture (Pacific Aerospace & Electronics Inc), Indenture (Pacific Aerospace & Electronics Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal Federal, state or state foreign law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.0710.6, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 3 contracts

Samples: Indenture (Blue Steel Capital Corp), Indenture (Hvide Marine Inc), Indenture (Rti Capital Corp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.0712.07, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent conveyance or fraudulent transfer under any applicable Bankruptcy Law or conveyancenot otherwise being void, voidable or unenforceable under any applicable Bankruptcy Law.

Appears in 3 contracts

Samples: Indenture (Trism Inc /De/), Indenture (Trism Inc /De/), Indenture (Trism Inc /De/)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof of a Security, each Holder Securityholder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Federal and state fraudulent conveyance laws or any similar Federal or state lawother legal principles. To effectuate the foregoing intention, the Holders Securityholders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 this Guarantee or pursuant to Section 11.0712.05 hereof, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyanceconveyance under federal or state law.

Appears in 2 contracts

Samples: Indenture (Montgomery Cellular Telephone Co Inc), Indenture (Price Communications Corp)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof each Holder of the Lenders, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state lawLaw. To effectuate effect the foregoing intention, the Holders Lenders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.079.5, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Samples: Loan Agreement (Elgar Holdings Inc), Loan Agreement (Formus Communications Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of the Lenders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders Lenders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.079.6, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Samples: Senior Bridge Loan Credit Agreement (Equinix Inc), Credit Agreement (Republic Engineered Steels Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.0710.5, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Samples: Indenture (MxEnergy Holdings Inc), Indenture (Ironton Iron Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.0710.5, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Samples: Indenture (Propex International Holdings II Inc.), Indenture (Nacg Finance LLC)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee shall 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 Section 11.071505, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Samples: Indenture (HomeCare Labs, Inc.), Indenture (Chemtura CORP)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof hereof, each Holder of the Holders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as willshall, 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 Section 11.07SECTION 10.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Mortons Restaurant Group Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and each such Guarantor hereby irrevocably agree that the Obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including any Obligations under the Credit Agreement) 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 Section 11.0711.06, result in the Obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Graphic Packaging Corp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.0714.05 hereof, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Gmac Residential Holding Corp.)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of Notes hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders of Notes and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Note Guarantee shall 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 Obligations of such 66 other Guarantor under its Note Guarantee or pursuant to Section 11.0710.5, result in the Obligations obligations of such Guarantor under its Note Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Hawk Corp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.0710.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Unifrax Investment Corp)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Purchaser, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders Purchasers and such Guarantor hereby irrevocably agree that the Obligations of such Guarantor under its Guarantee shall 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 Section 11.078.5, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Note Exchange and Debenture Agreement (Wolverine Tube Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Guarantor pursuant to its Guarantee will not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawbankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as willwhich, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of of, any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07its contribution obligations under this Article XIII, will result in the Obligations obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Cbocs Sierra Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee this Article 11 shall 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 Section 11.07this Article 11, result in the Obligations obligations of such Guarantor under its the Guarantee of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Corporate Express Delivery Systems Air Division Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms shall confirm that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.07, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.. 109 -101-

Appears in 1 contract

Samples: Indenture (Smiths Food & Drug Centers Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations of such Guarantor under its Guarantee shall 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 Section 11.0710.5, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Wolverine Tube Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.0710.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Griffiths Pile Driving Inc)

Limitation of Guarantor's Liability. Each Guarantor and each Holder by its acceptance hereof each Holder of a Security hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 (including, but not limited to, the Guarantor Senior Indebtedness of any other Guarantor such Guarantor), result in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07, result in the Obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Aearo CO I)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Note Guarantee shall 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 Note Guarantee or pursuant to Section 11.0711.05, result in the Obligations obligations of such Guarantor under its the Note Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (CCH Ii Capital Corp)

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Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.0710.6, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Republic Engineered Steels Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations of such Guarantor under its Guarantee shall 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 290 -110- obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07, result in the Obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Uti Corp)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawany bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.07Guarantee, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Supplemental Indenture (Joy Global Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Bankruptcy LawUnited States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or of state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under this First Supplemental Indenture and its Guarantee shall be limited to the maximum amount as willwhich, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of of, any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07its contribution obligations under this First Supplemental Indenture, will result in the Obligations obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: First Supplemental Indenture (Kroger Co)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder Securityholder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Federal and state fraudulent conveyance laws or any similar Federal or state lawother legal principles. To effectuate the foregoing intention, the Holders Securityholders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Subsidiary Guarantee shall 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 Subsidiary Guarantee or pursuant to Section 11.0710.05 hereof, result in the Obligations obligations of such Guarantor under its the Subsidiary Guarantee not constituting such fraudulent transfer or conveyanceconveyance under federal or state law.

Appears in 1 contract

Samples: Indenture (National Tobacco Co Lp)

Limitation of Guarantor's Liability. Each The Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee shall 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 Section 11.0711.04, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Metlife Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of the Holders hereby confirms confirm that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.0710.6, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Webcraft LLC)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.0715.05 hereof, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Subordinated Indenture (Residential Capital Corp)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee this Article X shall 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 this Section 11.0710, result in the Obligations obligations of such Guarantor under its the Subsidiary Guarantee of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (PPC Publishing Corp)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof hereof, each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders each Holder and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as willshall, 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 Section 11.078.5, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Atlantic Express Transportation Corp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder Securityholder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Federal and state fraudulent conveyance laws or any similar Federal or state lawother legal principles. To effectuate the foregoing intention, the Holders Securityholders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.0710.05 hereof, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyanceconveyance under federal or state law.

Appears in 1 contract

Samples: Indenture (Spinnaker Industries Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Bankruptcy LawUnited States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or of state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under this Eighth Supplemental Indenture and its Guarantee shall be limited to the maximum amount as willwhich, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of of, any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07its contribution obligations under this Eighth Supplemental Indenture, will result in the Obligations obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Eighth Supplemental Indenture (Kroger Co)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of Notes hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders of Notes and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee shall 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 Obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.5, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Hutchinson Products Corp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of the Lenders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders Lenders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.079.7, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Renaissance Cosmetics Inc /De/)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.07Guarantee, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Nb Finance Corp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall 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 Section 11.0710.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Walbro Corp)

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