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

Limitation of Guarantor's Liability. Any Guarantor, and by its acceptance thereof each Holder, shall confirm that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, 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 each Guarantor shall irrevocably agree that the obligations of such Guarantor under its Security Guarantee 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 Security Guarantee or pursuant to Section 10.5 hereof, result in the obligations of such Guarantor under its Security Guarantee not constituting such a fraudulent conveyance or fraudulent transfer. This Section 10.4 is for the benefit of the creditors of each Guarantor.

Appears in 5 contracts

Samples: Indenture (Keurig Dr Pepper Inc.), Indenture (Dr Pepper/Seven Up Beverage Sales Co), Indenture (Keurig Dr Pepper Inc.)

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Limitation of Guarantor's Liability. Any Each Guarantor, and by its acceptance thereof hereof each Holder, shall confirm hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy CodeLaw, 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 each such Guarantor shall hereby irrevocably agree that the obligations Guarantee Obligations of such Guarantor under its Security Guarantee will this Article 12 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 Guarantee Obligations of such other Guarantor under its Security Guarantee or pursuant to Section 10.5 hereofthis Article 12, result in the obligations Guarantee Obligations of such Guarantor under its Security the Guarantee of such Guarantor not constituting such a fraudulent conveyance transfer or fraudulent transfer. This Section 10.4 is for the benefit of the creditors of each Guarantorconveyance.

Appears in 3 contracts

Samples: Indenture (Trump Indiana Inc), Indenture (New Pier Operating Co Inc), Indenture (Trump Indiana Inc)

Limitation of Guarantor's Liability. Any Guarantor, Each Guarantor and by its acceptance thereof hereof each Holder, shall confirm Holder of the Debt Securities of any series guaranteed by the Guarantors hereby confirms that it is the intention of all such parties that the Guarantee guarantee by such Guarantor pursuant to its Security Guarantee set forth in this Indenture not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law. To effectuate the foregoing intention, the such Holders and each Guarantor shall hereby irrevocably agree that the obligations of each such Guarantor under its Security this Guarantee will 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 Security Guarantee set forth in this Indenture or pursuant to Section 10.5 hereof10.04, result in the obligations of such Guarantor under its Security such Guarantee not constituting such a fraudulent conveyance or fraudulent transfertransfer under federal or state law. This Section 10.4 10.03 is for the benefit of the creditors of each Guarantor.

Appears in 3 contracts

Samples: Indenture (MGM Mirage), Indenture (Ramparts, Inc.), Indenture (MRG Vegas Portal, Inc.)

Limitation of Guarantor's Liability. Any Each Guarantor, and by its acceptance thereof hereof each Holder, shall confirm hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Federal Bankruptcy United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or Federal of state law. To effectuate the foregoing intention, the Holders and each such Guarantor shall hereby irrevocably agree that the obligations of such Guarantor under this Fourteenth Supplemental Indenture and its Security Guarantee will 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 Security Guarantee or pursuant to Section 10.5 hereofits contribution obligations under this Fourteenth Supplemental Indenture, will result in the obligations of such Guarantor under its Security Guarantee not constituting such a fraudulent conveyance transfer or fraudulent transfer. This Section 10.4 is for the benefit of the creditors of each Guarantorconveyance.

Appears in 2 contracts

Samples: Supplemental Indenture (Kroger Co), Supplemental Indenture (Kroger Co)

Limitation of Guarantor's Liability. Any GuarantorEach Guarantor and, and by its acceptance thereof hereof, each Holder, shall confirm of the Holders hereby confirms that it is the intention of all such parties that the Guarantee guarantee by such Guarantor pursuant to its Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy Code, 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 shall hereby irrevocably agree that the obligations of such Guarantor under its Security the Guarantee will shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and and, to the extent permitted by applicable law, 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 Security Guarantee or pursuant to Section 10.5 hereof10.05, result in the obligations of such Guarantor under its Security the Guarantee not constituting such a fraudulent conveyance transfer or fraudulent transfer. This Section 10.4 is for the benefit of the creditors of each Guarantorconveyance.

Appears in 2 contracts

Samples: Indenture (CitiSteel PA, Inc.), Indenture (CitiSteel PA, Inc.)

Limitation of Guarantor's Liability. Any Each Guarantor, and by its acceptance thereof hereof each Holder, shall confirm hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy CodeLaw, 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 shall hereby irrevocably agree that the obligations of such Guarantor under its Security this Guarantee will 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 Security Guarantee or pursuant to Section 10.5 hereofits contribution obligations under this Article Fourteen, will result in the obligations of such Guarantor under its Security Guarantee not constituting such a fraudulent conveyance transfer or fraudulent transfer. This Section 10.4 is for the benefit of the creditors of each Guarantorconveyance.

Appears in 2 contracts

Samples: Indenture (Yellow Roadway Technologies Inc), Indenture (Usfreightways Corp)

Limitation of Guarantor's Liability. Any Each Guarantor, and by its acceptance thereof hereof each Holder, shall confirm hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, 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 each Guarantor shall hereby irrevocably agree that the obligations of such Guarantor under its Security Guarantee 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 Security Guarantee or pursuant to Section 10.5 hereof, result in the obligations of such Guarantor under its Security Guarantee not constituting such a fraudulent conveyance or fraudulent transfer. This Section 10.4 is for the benefit of the creditors of each Guarantor.

Appears in 2 contracts

Samples: Indenture (Mariner Gulf of Mexico LLC), Indenture (Mariner Energy Inc)

Limitation of Guarantor's Liability. Any Guarantor, and by its acceptance thereof each Holder, shall confirm that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Security Securities Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, 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 each Guarantor shall irrevocably agree that the obligations of such Guarantor under its Security Securities Guarantee 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 Security Securities Guarantee or pursuant to Section 10.5 hereof, result in the obligations of such Guarantor under its Security Securities Guarantee not constituting such a fraudulent conveyance or fraudulent transfer. This Section 10.4 is for the benefit of the creditors of each Guarantor.

Appears in 2 contracts

Samples: Indenture (Urs Corp /New/), Senior Indenture (Plymouth Products, Inc.)

Limitation of Guarantor's Liability. Any Guarantor, and by its acceptance thereof each Holder, shall confirm that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Security Securities Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, 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 each Guarantor shall irrevocably agree that the obligations of such Guarantor under its Security Securities Guarantee 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 Security Securities Guarantee or pursuant to Section 10.5 10.05 hereof, result in the obligations of such Guarantor under its Security Securities Guarantee not constituting such a fraudulent conveyance or fraudulent transfer. This Section 10.4 10.04 is for the benefit of the creditors of each Guarantor.

Appears in 2 contracts

Samples: Senior Indenture (Flowserve Corp), Senior Indenture (Flowserve Holdings Inc)

Limitation of Guarantor's Liability. Any Each Guarantor, and by its acceptance thereof hereof each Holder, shall confirm hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, 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 each Guarantor shall hereby irrevocably agree that the obligations of such Guarantor under its Security Guarantee 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 Security Guarantee or pursuant to Section 10.5 11.5 hereof, result in the obligations of such Guarantor under its Security Guarantee not constituting such a fraudulent conveyance or fraudulent transfer. This Section 10.4 11.4 is for the benefit of the creditors of each Guarantor.

Appears in 1 contract

Samples: Indenture (Mariner Gulf of Mexico LLC)

Limitation of Guarantor's Liability. Any Each Guarantor, and by its acceptance thereof hereof each Holder, shall hereby confirm that it is the intention of all such parties that the Guarantee guarantee by such Guarantor pursuant to its Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, 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 each Guarantor shall hereby irrevocably agree that the obligations of such Guarantor under its Security Guarantee will 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 Security Guarantee or pursuant to Section 10.5 9.5 hereof, result in the obligations of such Guarantor under its Security Guarantee not constituting such a fraudulent conveyance or fraudulent transfer. This Section 10.4 9.4 is for the benefit of the creditors of each Guarantor.

Appears in 1 contract

Samples: First Supplemental Indenture (Comstock Resources Inc)

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Limitation of Guarantor's Liability. Any GuarantorEach Guarantor and, and by its acceptance thereof hereof, each Holder, shall confirm of the Holders hereby confirms that it is the intention of all such parties that the Guarantee guarantee by such Guarantor pursuant to its Security Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy Code, 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 each Guarantor shall hereby irrevocably agree that the obligations of such Guarantor under its Security the Note Guarantee will 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 Security Note Guarantee or pursuant to Section 10.5 hereof10.05, result in the obligations of such Guarantor under its Security the Note Guarantee not constituting such a fraudulent conveyance transfer or fraudulent transfer. This Section 10.4 is for the benefit of the creditors of each Guarantorconveyance.

Appears in 1 contract

Samples: Indenture (Aventine Renewable Energy Holdings Inc)

Limitation of Guarantor's Liability. Any GuarantorEach Guarantor and, and by its acceptance thereof hereof, each Holder, shall confirm of the Holders hereby confirms that it is the intention of all such parties that the Guarantee guarantee by such Guarantor pursuant to its Security Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy Code, 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 shall hereby irrevocably agree that the obligations of such Guarantor under its Security the Note Guarantee will 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 Security Note Guarantee or pursuant to Section 10.5 hereof10.05, result in the obligations of such Guarantor under its Security the Note Guarantee not constituting such a fraudulent conveyance transfer or fraudulent transfer. This Section 10.4 is for the benefit of the creditors of each Guarantorconveyance.

Appears in 1 contract

Samples: Indenture (Sterling Chemicals Inc)

Limitation of Guarantor's Liability. Any Guarantor, and by its acceptance thereof each Holder, shall confirm that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, 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 each Guarantor shall irrevocably agree that the obligations of such Guarantor under its Security Guarantee 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 Security Guarantee or pursuant to Section 10.5 11.5 hereof, result in the obligations of such Guarantor under its Security Guarantee not constituting such a fraudulent conveyance or fraudulent transfer. This Section 10.4 11.4 is for the benefit of the creditors of each Guarantor.

Appears in 1 contract

Samples: Indenture (234DP Aviation, LLC)

Limitation of Guarantor's Liability. Any GuarantorEach Guarantor and, and by its acceptance thereof hereof, each Holder, shall confirm of the Holders hereby confirms that it is the intention of all such parties that the Guarantee guarantee by such Guarantor pursuant to its Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, 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 shall hereby irrevocably agree that the obligations of such Guarantor under its Security the Guarantee will 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 Security Guarantee or pursuant to Section 10.5 hereof10.04, result in the obligations of such Guarantor under its Security the Guarantee not constituting such a fraudulent conveyance transfer or fraudulent transfer. This Section 10.4 is for the benefit of the creditors of each Guarantorconveyance.

Appears in 1 contract

Samples: Indenture (American Apparel, Inc)

Limitation of Guarantor's Liability. Any GuarantorEach Guarantor and, and by its acceptance thereof hereof, each Holder, shall confirm of the Holders hereby confirms that it is the intention of all such parties that the Guarantee guarantee by such Guarantor pursuant to its Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy Code, 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 shall hereby irrevocably agree that the obligations of such Guarantor under its Security the Guarantee will 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 Security Guarantee or pursuant to Section 10.5 hereof10.05, result in the obligations of such Guarantor under its Security the Guarantee not constituting such a fraudulent conveyance transfer or fraudulent transfer. This Section 10.4 is for the benefit of the creditors of each Guarantorconveyance.

Appears in 1 contract

Samples: Indenture (BRPP LLC)

Limitation of Guarantor's Liability. Any GuarantorEach Guarantor and, and by its acceptance thereof hereof, each Holder, shall confirm of the Holders hereby confirms that it is the intention of all such parties that the Guarantee guarantee by such Guarantor pursuant to its Security Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. federal or state law. To effectuate the foregoing intention, the Holders and each such Guarantor shall hereby irrevocably agree that the obligations of such Guarantor under its Security the Guarantee will 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 Security Guarantee or pursuant to Section 10.5 hereof10.05, result in the obligations of such Guarantor under its Security the Guarantee not constituting such a fraudulent conveyance transfer or fraudulent transfer. This Section 10.4 is for the benefit of the creditors of each Guarantorconveyance.

Appears in 1 contract

Samples: Indenture (United Maritime Group, LLC)

Limitation of Guarantor's Liability. Any GuarantorEach Guarantor and, and by its acceptance thereof hereof, each Holder, shall confirm of the Holders hereby confirms that it is the intention of all such parties that the Guarantee guarantee by such Guarantor pursuant to its Security Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal any Bankruptcy Code, 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 shall hereby irrevocably agree that the obligations of such Guarantor under its Security the Note Guarantee will 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 Security Note Guarantee or pursuant to Section 10.5 hereof10.04, result in the obligations of such Guarantor under its Security the Note Guarantee not constituting such a fraudulent conveyance transfer or fraudulent transfer. This Section 10.4 is for the benefit of the creditors of each Guarantorconveyance.

Appears in 1 contract

Samples: Indenture (Green Field Energy Services, Inc.)

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