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 confirm that it is the intention of all such parties that the Guarantee does 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. To effectuate the foregoing intention, each Holder and each Guarantor hereby irrevocably agree that the obligations of a 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 such Guarantor in respect of the obligations of such Guarantor pursuant to Section 12.04, result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 4 contracts

Samples: Indenture (Management Solutins Inc/), Indenture (Management Solutins Inc/), Indenture (Tokheim Corp)

AutoNDA by SimpleDocs

Limitation of Guarantor's Liability. Each Guarantor, the Trustee, and by its acceptance hereof, hereof each Holder and the TrusteeHolder, hereby confirm confirms that it is the intention of all such parties that the Guarantee does of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States CodeBankruptcy Law, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act federal and state fraudulent conveyance laws or any similar U.S. Federal or federal, state or other applicable foreign law. To effectuate the foregoing intention, each Holder the Holders, the Trustee and each Guarantor hereby irrevocably agree that the obligations of a each 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, Guarantor and after giving effect to any collections from or payments made by or on behalf of such any other Guarantor in respect of the obligations of such other Guarantor pursuant to Section 12.04under this Article 11, result in the obligations of such Guarantor under its Guarantee not constituting such a fraudulent transfer or conveyanceconveyance under applicable federal, state or foreign law.

Appears in 2 contracts

Samples: Indenture (Susquehanna Media Co), Indenture (Phoenix Md Realty LLC)

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof, hereof each Holder and the Trustee, hereby confirm that it is the intention of all such parties that the each Guarantee does not constitute a fraudulent transfer or conveyance for purposes of Title 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. To effectuate the foregoing intention, each Holder the Holders and each Guarantor hereby irrevocably agree that the obligations of a each Guarantor under its each Guarantee shall be limited to the maximum amount as will, 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 such any other Guarantor in respect of the obligations of such other Guarantor pursuant to Section 12.0411.04, result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Graham Packaging Holdings Co)

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof, hereof each Holder and the TrusteeHolder, hereby confirm confirms that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Guarantee does not constitute a fraudulent transfer or conveyance for purposes of Title 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. To effectuate the foregoing intention, each Holder the Holders and each such Guarantor hereby irrevocably agree that the obligations of a the Guarantor under its this Guarantee shall be limited to the maximum amount as willwhich, after giving effect to all other contingent and fixed liabilities of such the Guarantor, and after giving effect to any collections from or payments made by or on behalf of such Guarantor in respect of the obligations of such Guarantor pursuant to Section 12.04, will result in the obligations of such the Guarantor under its Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (American Freightways Inc)

Limitation of Guarantor's Liability. Each Guarantor, Guarantor and by its acceptance hereof, hereof each Holder and the Trustee, hereby confirm confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, as amendedany Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal federal or state or other applicable law. To effectuate the foregoing intention, each Holder and each Guarantor hereby irrevocably agree agrees that the obligations of a 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 Guarantor, each Guarantor and after giving effect to any collections from or payments made by or on behalf of such any other Guarantor in respect of the obligations of such each other Guarantor under its Guarantee or pursuant to Section 12.0410.5, result in the obligations of such each Guarantor under the Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Readers Digest Association Inc)

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof, hereof each Holder and the Trustee, hereby confirm confirms that it is the intention of all such parties that the Guarantee does 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. To effectuate the foregoing intention, each Holder and each Guarantor hereby irrevocably agree that the obligations of a 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 such Guarantor in respect of the obligations of such Guarantor pursuant to Section 12.0410.04, result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Leap Wireless International Inc)

Limitation of Guarantor's Liability. Each Guarantor, if any, and by its acceptance hereof, each Holder and the TrusteeHolder, hereby confirm confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, as amendedany Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal federal or state or other applicable law. To effectuate the foregoing intention, each Holder the Holders and each such Guarantor hereby irrevocably agree that the obligations of a 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, Guarantor and after giving effect to any collections from or payments made by or on behalf of such any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 12.0411.5, result in the obligations of such Guarantor under the Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Omnova Solutions Inc)

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof, hereof each Holder and the Trustee, hereby confirm confirms that it is the intention of all such parties that the Guarantee does 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. To effectuate the foregoing intention, each Holder and each Guarantor hereby irrevocably agree that the obligations of a 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 such Guarantor in respect of the obligations of such Guarantor pursuant to Section 12.0411.04, result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Falcon Products Inc /De/)

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof, hereof each Holder and the Trustee, hereby confirm that it is the intention of all such parties that the Guarantee does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, as 82 83 amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, each Holder and each Guarantor hereby irrevocably agree that the obligations of a 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 such Guarantor in respect of the obligations of such Guarantor pursuant to Section 12.0411.04, result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Scot Inc)

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof, hereof each Holder and the Trustee, hereby confirm that it is the intention of all such parties that the guarantee by such Guarantor pursuant to the Guarantee does 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 or state or other applicable law. To effectuate the foregoing intention, each Holder and each Guarantor hereby irrevocably agree that the obligations of a 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 Guarantor, and after giving effect to any collections from or payments made by or on behalf of such Guarantor in respect of the obligations of such Guarantor pursuant to Section 12.0411.06, result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Cadmus Communications Corp/New)

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof, hereof each Holder and the Trustee, hereby confirm confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee does not constitute a fraudulent transfer or conveyance for purposes of Title 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. To effectuate the foregoing intention, each Holder the Holders and each such Guarantor hereby irrevocably agree that the obligations of a 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, Guarantor and after giving effect to any collections from or payments made by or on behalf of such any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 12.049.05, result in the obligations of such Guarantor under the Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Stock Purchase Agreement (Telecorp PCS Inc)

AutoNDA by SimpleDocs

Limitation of Guarantor's Liability. Each Guarantor, Guarantor and by its their acceptance hereof, hereof each Holder and the Trustee, hereby confirm that it is the intention of all such parties that the each Guarantee does not constitute a fraudulent transfer or conveyance for purposes of Title 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. To effectuate the foregoing intention, each Holder and the Holders, each Guarantor hereby irrevocably agree that the obligations of a each Guarantor under its each Guarantee shall be limited to the maximum amount as will, 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 such any other Guarantor in respect of the obligations of such other Guarantor pursuant to Section 12.0411.04, result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Roma Fort Worth Inc)

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof, hereof each Holder and the Trustee, hereby confirm confirms that it is the intention of all such parties that the Guarantee does Guarantees not constitute a fraudulent transfer transfers or conveyance conveyances 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. To effectuate the foregoing intention, each Holder the Holders and each Guarantor hereby irrevocably agree that the obligations of a each Guarantor under its Guarantee the Guarantees shall be limited to the maximum amount as will, 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 such any other Guarantor in respect of the obligations of such other Guarantor pursuant to Section 12.0411.4, result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Cott Corp /Cn/)

Limitation of Guarantor's Liability. Each GuarantorGuarantor and, and by its acceptance hereof, each Holder and of the Trustee, Holders hereby confirm confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of any Bankruptcy Code, the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the United States Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, each Holder the Holders and each such Guarantor hereby irrevocably agree that the obligations of a 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, Guarantor and after giving effect to any collections from or payments made by or on behalf of such any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 12.0410.05, result in the obligations of such Guarantor under the Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Altra Industrial Motion, Inc.)

Limitation of Guarantor's Liability. Each Guarantor, if any, and by its acceptance hereof, hereof each Holder and the Trustee, hereby confirm that it is the intention of all such parties that the applicable Guarantee does not constitute a fraudulent transfer or conveyance for purposes of Title 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. To effectuate the foregoing intention, each Holder and each Guarantor hereby irrevocably agree that the obligations of a 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 such Guarantor in respect of the obligations of such Guarantor pursuant to Section 12.0411.04, result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (GPPW Inc)

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof, hereof each Holder and the Trustee, hereby confirm confirms that it is the intention of all such parties that the Guarantee does Guarantees 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. To effectuate the foregoing intention, each Holder the Holders and each Guarantor hereby irrevocably agree that the obligations of a each Guarantor under its Guarantee the Guarantees shall be limited to the maximum amount as will, 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 such any other Guarantor in respect of the obligations of such other Guarantor pursuant to Section 12.0411.4, result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Salton Maxim Housewares Inc)

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof, hereof each Holder and the Trustee, hereby confirm that it is the intention of all such parties that the this Guarantee does not constitute a fraudulent transfer or conveyance 96 103 for purposes of Title 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. To effectuate the foregoing intention, each Holder and each Guarantor hereby irrevocably agree that the obligations of a Guarantor under its this 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 such Guarantor in respect of the obligations of such Guarantor pursuant to Section 12.0411.05, result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Senior Subordinated Indenture (Pasta Group L L C)

Limitation of Guarantor's Liability. Each Guarantor, and by its acceptance hereof, hereof each Holder and the TrusteeHolder, hereby confirm confirms that it is the intention of all such parties that the Guarantee does of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States CodeBankruptcy Law, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act federal and state fraudulent conveyance laws or any similar U.S. Federal or federal, state or other applicable foreign law. To effectuate the foregoing intention, each Holder the Holders and each Guarantor hereby irrevocably agree that the obligations of a each Guarantor under its Guarantee this Article 10 shall be limited to the maximum amount as will, 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 such any other Guarantor in respect of the obligations of such other Guarantor pursuant to Section 12.04under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting such a fraudulent transfer or conveyanceconveyance under applicable federal, state or foreign law.

Appears in 1 contract

Samples: Indenture (Fresh Foods Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!