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

Limitation of Subsidiary Guarantor's Liability. It is the intention of all parties hereto that the guarantee by each Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor incorporated in one of the States of the United States hereby irrevocably agree that the obligations of such Subsidiary 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 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 Guarantee or pursuant to Section 11.04, result in the obligations of such Subsidiary Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Samples: Indenture (United Refining Co), Indenture (United Refining Co)

AutoNDA by SimpleDocs

Limitation of Subsidiary Guarantor's Liability. It Each Subsidiary Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties hereto that the guarantee by each Subsidiary Guarantor pursuant to its Guarantee does not constitute a fraudulent transfer or conveyance for purposes of any the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal, federal or state law or foreign lawthe provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor incorporated in one of the States of the United States hereby irrevocably agree that the obligations of such any Subsidiary Guarantor under its the Guarantee shall be limited to the maximum amount as willthat will not, 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 Guarantee or pursuant to Section 11.04, result in the obligations of such Subsidiary Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (American Axle & Manufacturing Holdings Inc)

AutoNDA by SimpleDocs

Limitation of Subsidiary Guarantor's Liability. It is the intention of all parties hereto that the guarantee by each Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor incorporated in one of the States of the United States hereby irrevocably agree that the obligations of such Subsidiary 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 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 Guarantee or pursuant to Section 11.0410.04, result in the obligations of such Subsidiary Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Samples: Indenture (Independent Gasoline & Oil Co of Rochester)

Time is Money Join Law Insider Premium to draft better contracts faster.