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

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to Section 1503, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law. The Holders and Warren NGL hereby agree that the liability of Warren NGL under its fulx xxx unconditional Subsidiary Guarantee shall xxx xt any time exceed an amount equal to the maximum amount that Warren NGL can guarantee without violating the terms and provisions of xx xxusing a default under the Indenture dated September 9, 1993 between Warren NGL (formerly known as Trident NGL, Inc.) and Ameritrust Texas Xxxxxxal Association, as Trustee, relating to $65,000,000 in Senior Subordinated Notes due 2001 or the Indenture dated April 15, 1993 between Warren NGL (formerly known as Trident NGL, Inc.) and the First Nationax Xxxx of Boston, as Trustee, for $105,000,000 Subordinated Notes due 2003.

Limitation of Subsidiary Guarantor's Liability. Each U.S. Subsidiary Guarantor and and, by its acceptance hereof hereof, each Holder hereof, hereby confirms that it is the their intention of all such parties that the guarantee Subsidiary Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Title 11 of the U.S. Code, the U.S. Uniform Fraudulent Conveyance Act, the U.S. Uniform Fraudulent Transfer Act or any federal, similar federal or state or foreign lawlaw to the extent applicable to the Subsidiary Guarantees. To effectuate the foregoing intention, the Holders and each Subsidiary Guarantor such Person hereby irrevocably agree agrees that the obligations Obligation of each such Subsidiary Guarantor under its Subsidiary Guarantee 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 such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from or rights to contribution of such Subsidiary Guarantor pursuant to any agreement providing for an equitable contribution among such Subsidiary Guarantor and other Affiliates of the Company of payments made by or on behalf guarantees by such parties, result in the Obligations of any other such Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to Section 1503, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee maximum amount not constituting a fraudulent conveyance conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or fraudulent transfer under federalother similar proceeding of the Company or any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, state to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claims. Each Subsidiary Guarantor shall also comply with whitewash procedures, and/or any similar enactments or foreign law. The Holders and Warren NGL hereby agree that the liability of Warren NGL under its fulx xxx unconditional procedures in any applicable jurisdiction required to (i) validly authorize, execute or deliver a Subsidiary Guarantee shall xxx xt any time exceed an amount equal or (ii) have a Subsidiary Guarantee be enforceable, including in relation to the maximum amount that Warren NGL can guarantee without violating execution of the terms notation of Subsidiary Guarantee and provisions the payment of xx xxusing a default amounts due under the Indenture dated September 9, 1993 between Warren NGL (formerly known as Trident NGL, Inc.) and Ameritrust Texas Xxxxxxal Association, as Trustee, relating to $65,000,000 in Senior Subordinated Notes due 2001 or the Indenture dated April 15, 1993 between Warren NGL (formerly known as Trident NGL, Inc.) and the First Nationax Xxxx of Boston, as Trustee, for $105,000,000 Subordinated Notes due 2003Subsidiary Guarantee.

Limitation of Subsidiary Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof hereof, each Holder beneficiary hereof, hereby confirms confirm that it is the its intention of all such parties that the guarantee Subsidiary Guarantee by such Subsidiary 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 federal, similar federal or state or foreign lawlaw to the extent applicable to any of the Subsidiary Guarantees. To effectuate the foregoing intention, the Holders and each Subsidiary Guarantor such Person hereby irrevocably agree agrees that the obligations of each such Subsidiary Guarantor under its Subsidiary Guarantee under this Article 10 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to Section 1503its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, federal or state or foreign law. The Holders For purposes of such limitations and Warren NGL hereby agree the applicable fraudulent conveyance laws, any indebtedness of a Subsidiary Guarantor incurred from time to time pursuant to the Senior Credit Facility and secured by a perfected Lien on the assets of such Subsidiary Guarantor (assuming, for purposes of such determination, that the incurrence of any such indebtedness and the granting of any such security interest did not violate any such fraudulent conveyance laws) shall be deemed, to the extent of the value of the assets subject to such Lien, to have been incurred prior to the incurrence by such Subsidiary Guarantor of liability of Warren NGL under its fulx xxx unconditional Subsidiary Guarantee. Each beneficiary under the Subsidiary Guarantees, 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 Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against the Company shall be entitled to a ratable share of all payments by such Subsidiary Guarantor in respect of such concurrent claims. SUBSIDIARY GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person (other than the Company or another Subsidiary Guarantor), whether or not affiliated with such Subsidiary Guarantor, unless (i) subject to the provisions of the following paragraph and Section 10.05 hereof, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) shall execute and deliver a supplemental indenture to this Indenture agreeing to be bound by its terms applicable to a Subsidiary Guarantor and providing for a Subsidiary Guarantee shall xxx xt of the Notes by such Person, in accordance with the terms of this Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; (iii) such Subsidiary Guarantor, or any time exceed an amount Person formed by or surviving any such consolidation or merger, would have Consolidated Net Worth (immediately after giving effect to such transaction), equal to or greater than the maximum amount Consolidated Net Worth of such Subsidiary Guarantor immediately preceding the transaction; (iv) the Company would be permitted by virtue of the Company's pro forma Fixed Charge Coverage Ratio, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and (v) such transaction does not violate any of the covenants contained in Articles 4 and 5 hereof.. Notwithstanding the foregoing, (i) a Subsidiary Guarantor may consolidate with or merge with or into the Company, provided that Warren NGL can guarantee without violating the terms surviving corporation (if other than the Company) shall expressly assume by supplemental indenture complying with the requirements of this Indenture, the due and provisions punctual payment of xx xxusing a default under the Indenture dated September 9principal of, 1993 between Warren NGL (formerly known as Trident NGLpremium, Inc.) if any, and Ameritrust Texas Xxxxxxal Associationinterest on all of the Notes, as Trustee, relating to $65,000,000 in Senior Subordinated Notes due 2001 or the Indenture dated April 15, 1993 between Warren NGL (formerly known as Trident NGL, Inc.) and the First Nationax Xxxx due and punctual performance and observance of Boston, as Trustee, for $105,000,000 Subordinated Notes due 2003all the covenants and conditions of this Indenture to be performed by the Company; and (ii) a Subsidiary Guarantor may consolidate with or merge with or into any other Subsidiary Guarantor.