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 and the Trustee, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Restricted Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law or that the obligations of such Guarantor under Section 1301 would otherwise be held or determined to be void, invalid or unenforceable on account of the amount of its liability under said Section 1301. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under the Restricted 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 Restricted Subsidiary Guarantee or pursuant to Section 1304, result in the obligations of such Guarantor under the Restricted Subsidiary Guarantee not constituting such fraudulent transfer or conveyance and not being held or determined to be void, invalid or unenforceable.

Limitation of Guarantor's Liability. Each GuarantorGuarantor and, and by its acceptance hereof hereof, each Holder and the Trusteehereof, hereby confirms confirm that it is the their intention of all such parties that the guarantee Note Guarantee by such Guarantor pursuant to its Restricted Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the United States Code, as amendedBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal federal or state or other law to the extent applicable law or that to the obligations of such Guarantor under Section 1301 would otherwise be held or determined to be void, invalid or unenforceable on account of the amount of its liability under said Section 1301Note Guarantees. To effectuate the foregoing intention, the Holders and each such Guarantor person hereby irrevocably agree agrees that the obligations obligation of such Guarantor under the Restricted Subsidiary its Note Guarantee under this Article 10 shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other (contingent and fixed or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from or rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Company of payments made by or on behalf of any other Guarantor in respect of the obligations of guarantees by such other Guarantor under its Restricted Subsidiary Guarantee or pursuant to Section 1304parties, result in the obligations of such Guarantor under the Restricted Subsidiary Guarantee in respect of such maximum amount not constituting a fraudulent conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such fraudulent transfer or conveyance and Guarantor hereunder, to the extent such claims shall not being held or determined be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to be void, invalid or unenforceablea ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each Guarantor, Guarantor and by its acceptance hereof of Securities under this Indenture each Holder and the Trustee, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Restricted Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal federal or state or other applicable law or that the obligations of such Guarantor under Section 1301 would otherwise be held or determined to be void, invalid or unenforceable on account of the amount of its liability under said Section 1301law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the obligations of such each Guarantor under the Restricted 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 Restricted Subsidiary Guarantee or pursuant to Section 130410.06, result in the obligations of such Guarantor under the Restricted Subsidiary Guarantee not constituting such a fraudulent conveyance or fraudulent transfer under federal or state law. This Section 10.05 is for the benefit of the creditors of each Guarantor, and, for purposes of applicable fraudulent transfer and fraudulent conveyance and not being held or determined law, any Indebtedness of a Guarantor pursuant to a Bank Credit Facility shall be void, invalid or unenforceabledeemed to have been incurred prior to the incurrence by such Guarantor of its liability under the Guarantee.

Limitation of Guarantor's Liability. Each GuarantorGuarantor and, and by its acceptance hereof hereof, each Holder and the Trustee, hereby confirms that it is the its intention of all such parties that the guarantee by Note Guaranty of such Guarantor pursuant to its Restricted Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the United States Code, as amendedBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal federal or state or other law to the extent applicable law or that to the obligations of such Guarantor under Section 1301 would otherwise be held or determined to be void, invalid or unenforceable on account of the amount of its liability under said Section 1301Note Guaranties. To effectuate the foregoing intention, the Holders and each such Guarantor Person hereby irrevocably agree agrees that the obligations Obligation of such each Guarantor under the Restricted Subsidiary Guarantee its Note Guaranty under this Article X shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other (contingent and fixed or otherwise) liabilities of the Guarantor that are relevant under such Guarantor laws, and after giving effect to any collections from or rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Issuers of payments made by or on behalf guarantees by such parties, result in the Obligations of any other such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holder, by accepting the obligations benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of any of the Issuers, the Parent Guarantor or any Subsidiary Guarantor in which concurrent claims are made upon a Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against such Guarantor shall be entitled to a ratable share of all payments by such Guarantor in respect of such other Guarantor under its Restricted Subsidiary Guarantee or pursuant to Section 1304, result in the obligations of such Guarantor under the Restricted Subsidiary Guarantee not constituting such fraudulent transfer or conveyance and not being held or determined to be void, invalid or unenforceableconcurrent claims.

Limitation of Guarantor's Liability. Each GuarantorGuarantor and, and by its acceptance hereof hereof, the Trustee and each Holder and the Trustee, hereby confirms confirm that it is the its intention of all such parties that the guarantee by Note Guarantee of such Guarantor pursuant to its Restricted Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the United States Code, as amendedBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal federal or state or other law to the extent applicable law or that the obligations of such Guarantor under Section 1301 would otherwise be held or determined to be void, invalid or unenforceable on account of the amount of its liability under said Section 1301any Note Guarantee. To effectuate the foregoing intention, the Holders and each such Guarantor Person hereby irrevocably agree agrees that the obligations obligation of such Guarantor under the Restricted Subsidiary its Note Guarantee under this Article XII shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent and fixed or other) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Restricted Subsidiary Guarantee or pursuant to Section 1304this Article XII, result in the obligations of such Guarantor under the Restricted Subsidiary Guarantee in respect of such maximum amount not constituting such a fraudulent transfer or conveyance under said laws. The Trustee and each Holder by accepting the benefits hereof, confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of the Company or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims will not being held or determined be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to be void, invalid or unenforceablea ratable share of all payments by such Guarantor in respect of such concurrent claims.

Limitation of Guarantor's Liability. Each GuarantorGuarantor and, and by its acceptance hereof hereof, each Holder and the Trustee, hereby confirms that it is the its intention of all such parties that the guarantee Guarantee by such Guarantor pursuant to its Restricted Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the United States Code, as amendedBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal federal or state or other law to the extent applicable law or that to the obligations of such Guarantor under Section 1301 would otherwise be held or determined to be void, invalid or unenforceable on account of the amount of its liability under said Section 1301Guarantees. To effectuate the foregoing intention, the Holders and each such Guarantor Person hereby irrevocably agree agrees that the obligations Obligation of such Subsidiary Guarantor under the Restricted Subsidiary its Guarantee under this Article 10 shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other (contingent and fixed or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from or rights to contribution of such Guarantor pursuant to any agreement providing for an equitable contribution among such Guarantor and other Affiliates of the Issuers of payments made by or on behalf guarantees by such parties, result in the Obligations of any other such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance. Each Holder, by accepting the obligations benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of either of the Issuers or any Guarantor in which concurrent claims are made upon such Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against such Issuer shall be entitled to a ratable share of all payments by such Guarantor in respect of such other Guarantor under its Restricted Subsidiary Guarantee or pursuant to Section 1304, result in the obligations of such Guarantor under the Restricted Subsidiary Guarantee not constituting such fraudulent transfer or conveyance and not being held or determined to be void, invalid or unenforceableconcurrent claims.

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof each Holder and the Trustee, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Restricted Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for For purposes of title the this Article 11 of and any Subsidiary Guarantee, each Guarantor's liability will be that amount from time to time equal to the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law or that the obligations aggregate liability of such Guarantor under Section 1301 would otherwise be held or determined to be voidhereunder and thereunder, invalid or unenforceable on account of the amount of its liability under said Section 1301. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under the Restricted Subsidiary Guarantee but shall be limited to the maximum least of (i) the aggregate amount of the obligations of the Company under the Notes and this Indenture or (ii) the amount, if any, which would not have (A) rendered such Guarantor "insolvent" (as willsuch term is defined in the federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantee was entered into, after giving effect to all the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall be a presumption in any lawsuit or other contingent and fixed liabilities proceeding in which a Guarantor is a party that the amount guaranteed pursuant to the Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such guarantor, or debtor in possession or trustee in bankruptcy of the Guarantor, otherwise proves in such a lawsuit that the aggregate liability of the Guarantor is limited to the amount set forth in clause (ii). In making any determination as to the solvency or sufficiency of capital of a Guarantor in accordance with the previous sentence, the right of such Guarantor to contribution from other Guarantors 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 Restricted Subsidiary Guarantee or pursuant to Section 1304, result in the obligations of rights such Guarantor under the Restricted Subsidiary Guarantee not constituting such fraudulent transfer may have, contractual or conveyance and not being held or determined to otherwise, shall be void, invalid or unenforceabletaken into account.

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof each Holder and the Trustee, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Restricted Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law or that the obligations of such Guarantor under Section 1301 would otherwise be held or determined to be void, invalid or unenforceable on account of the amount of its liability under said Section 1301. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under the its Restricted 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 Restricted Subsidiary Guarantee or pursuant to Section 1304, result in the obligations of such Guarantor under the its Restricted Subsidiary Guarantee not constituting such fraudulent transfer or conveyance and not being held or determined to be void, invalid or unenforceable.

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof each Holder and the Trustee, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Restricted Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for For purposes of title this Article 11 of and any Subsidiary Guarantee, each Guarantor's liability will be that amount from time to time equal to the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law or that the obligations aggregate liability of such Guarantor under Section 1301 would otherwise be held or determined to be voidhereunder and thereunder, invalid or unenforceable on account of the amount of its liability under said Section 1301. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under the Restricted Subsidiary Guarantee but shall be limited to the maximum least of (i) the aggregate amount of the obligations of the Company under the Notes and this Indenture or (ii) the amount, if any, which would not have (A) rendered such Guarantor "insolvent" (as willsuch term is defined in the federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantee was entered into, after giving effect to all the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall be a presumption in any lawsuit or other contingent and fixed liabilities proceeding in which a Guarantor is a party that the amount guaranteed pursuant to the Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such guarantor, or debtor in possession or trustee in bankruptcy of the Guarantor, otherwise proves in such a lawsuit that the aggregate liability of the Guarantor is limited to the amount set forth in clause (ii). In making any determination as to the solvency or sufficiency of capital of a Guarantor in accordance with the previous sentence, the right of such Guarantor to contribution from other Guarantors 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 Restricted Subsidiary Guarantee or pursuant to Section 1304, result in the obligations of rights such Guarantor under the Restricted Subsidiary Guarantee not constituting such fraudulent transfer may have, contractual or conveyance and not being held or determined to otherwise, shall be void, invalid or unenforceabletaken into account.

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof each Holder and the Trustee, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Restricted Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for For purposes of title this Article 11 of and any Subsidiary Guarantee, each Guarantor's liability will be that amount from time to time equal to the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law or that the obligations aggregate liability of such Guarantor under Section 1301 would otherwise be held or determined to be voidhereunder and thereunder, invalid or unenforceable on account of the amount of its liability under said Section 1301. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the obligations of such Guarantor under the Restricted Subsidiary Guarantee but shall be limited to the maximum least of (i) the aggregate amount of the obligations of the Company under the Notes and this Indenture or (ii) the amount, if any, which would not have (A) rendered such Guarantor "INSOLVENT" (as willsuch term is defined in the federal Bankruptcy Code and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantee was entered into, after giving effect to all the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall be a presumption in any lawsuit or other contingent and fixed liabilities proceeding in which a Guarantor is a party that the amount guaranteed pursuant to the Subsidiary Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors of such guarantor, or debtor in possession or trustee in bankruptcy of the Guarantor, otherwise proves in such a lawsuit that the aggregate liability of the Guarantor is limited to the amount set forth in clause (ii). In making any determination as to the solvency or sufficiency of capital of a Guarantor in accordance with the previous sentence, the right of such Guarantor to contribution from other Guarantors 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 Restricted Subsidiary Guarantee or pursuant to Section 1304, result in the obligations of rights such Guarantor under the Restricted Subsidiary Guarantee not constituting such fraudulent transfer may have, contractual or conveyance and not being held or determined to otherwise, shall be void, invalid or unenforceabletaken into account.

Limitation of Guarantor's Liability. Each Guarantor, Guarantor and by its acceptance hereof each Holder and the Trustee, hereby confirms that it is the intention of all such parties that the guarantee by such each Guarantor pursuant to its Restricted Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the United States Code, as amendedBankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal federal, provincial or state or other applicable law or that the obligations of such Guarantor under Section 1301 would otherwise be held or determined to be void, invalid or unenforceable on account of the amount provisions of its liability under said Section 1301local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the obligations of such Guarantor under the Restricted Subsidiary its Guarantee shall be limited to an amount not to exceed the maximum amount as willamount, 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 Restricted Subsidiary Guarantee or pursuant to this Section 13041204, result in that can be guaranteed by the obligations applicable Guarantor without rendering the Guarantee, as it relates to such Guarantor, avoidable or otherwise ineffective or limited under applicable Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, the Fraudulent Conveyances Act or any similar applicable federal, provincial or state law or the provisions of such Guarantor under the Restricted Subsidiary Guarantee not constituting such its local law relating to fraudulent transfer or conveyance and not being held or determined to be void, invalid or unenforceableconveyance.