Common use of Limitation on Amount Guarantied; Contribution by Guarantors Clause in Contracts

Limitation on Amount Guarantied; Contribution by Guarantors. Anything contained in this ARTICLE XII to the contrary notwithstanding, if any Fraudulent Transfer Law is determined by a court of competent jurisdiction to be applicable to the obligations of any Guarantor under this Agreement, such obligations of such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act or any other comparable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (excluding, however, any liabilities of such Guarantor (a) in respect of intercompany Indebtedness to the Borrowers or other Affiliates of the Borrowers to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, and (b) under any guarantee of any subordinated Indebtedness which guarantee contains a limitation as to maximum amount similar to that set forth in this SECTION 12.14, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount).

Limitation on Amount Guarantied; Contribution by Guarantors. Anything contained in this ARTICLE XII Guaranty to the contrary notwithstanding, if any Fraudulent Transfer Law (as hereinafter defined) is determined by a court of competent jurisdiction to be applicable to the obligations of any Guarantor under this AgreementGuaranty, such obligations of such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any applicable provisions of the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act or any other comparable state law (collectively, the “Fraudulent Transfer Laws”"FRAUDULENT TRANSFER LAWS"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (ax) in respect of intercompany Indebtedness indebtedness to the Borrowers Company or other Affiliates affiliates of the Borrowers Company to the extent that such Indebtedness indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, hereunder and (by) under any guarantee guaranty of any subordinated Subordinated Indebtedness which guarantee guaranty contains a limitation as to maximum amount similar to that set forth in this SECTION 12.14subsection 2.2(a), pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including any such right of contribution under subsection 2.2(b)).

Limitation on Amount Guarantied; Contribution by Guarantors. Anything contained in this ARTICLE Article XII to the contrary notwithstanding, if any Fraudulent Transfer Law (as defined below) is determined by a court of competent jurisdiction to be applicable to the obligations of any Guarantor under this Agreement, such obligations of such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act or any other comparable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (excluding, however, any liabilities of such Guarantor (a) in respect of intercompany Indebtedness indebtedness to the Borrowers Borrower or other Affiliates affiliates of the Borrowers Borrower to the extent that such Indebtedness indebtedness would be discharged in an amount equal to the amount paid by such ­NY12534:166729.34 Guarantor hereunder, hereunder and (b) under any guarantee of any subordinated Indebtedness indebtedness which guarantee contains a limitation as to maximum amount similar to that set forth in this SECTION 12.14Section 12.15, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount).

Limitation on Amount Guarantied; Contribution by Guarantors. Anything contained in this ARTICLE XII to the contrary notwithstanding, if any Fraudulent Transfer Law is determined by a court of competent jurisdiction to be applicable to the obligations of any Guarantor under this Agreement, such obligations of such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act or any other comparable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (excluding, however, any liabilities of such Guarantor (a) in respect of intercompany Indebtedness to the Borrowers or other Affiliates of the Borrowers to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, and (b) under any guarantee of any subordinated Indebtedness which guarantee contains a limitation as to maximum amount similar to that set forth in this SECTION 12.14, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount).. 96

Limitation on Amount Guarantied; Contribution by Guarantors. Anything contained in this ARTICLE XII Guaranty to the contrary notwithstanding, if any Fraudulent Transfer Law (as hereinafter defined) is determined by a court of competent jurisdiction to be applicable to the obligations of any Guarantor under this AgreementGuaranty, such obligations of such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act or any other comparable state law (collectively, the “"Fraudulent Transfer Laws”"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (ax) in respect of intercompany Indebtedness indebtedness to the Borrowers or other Affiliates affiliates of the Borrowers to the extent that such Indebtedness indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, hereunder and (by) under any guarantee guaranty of any subordinated Indebtedness indebtedness which guarantee guaranty contains a limitation as to maximum amount similar to that set forth in this SECTION 12.14subsection 2.2, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount).

Limitation on Amount Guarantied; Contribution by Guarantors. Anything contained in this ARTICLE Article XII to the contrary notwithstanding, if any Fraudulent Transfer Law (as defined below) is determined by a court of competent jurisdiction to be applicable to the obligations of any Guarantor under this Agreement, such obligations of such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act or any other comparable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (excluding, however, any liabilities of such Guarantor (a) in respect of intercompany Indebtedness indebtedness to the Borrowers Borrower or other Affiliates affiliates of the Borrowers Borrower to the extent that such Indebtedness indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, hereunder and (b) under any guarantee of any subordinated Indebtedness indebtedness which guarantee contains a limitation as to maximum amount similar to that set forth in this SECTION 12.14Section 12.15, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount).

Limitation on Amount Guarantied; Contribution by Guarantors. Anything contained in this ARTICLE XII Guaranty to the contrary notwithstanding, if any Fraudulent Transfer Law is determined by a court of competent jurisdiction to be applicable to the obligations of any Guarantor under this AgreementGuaranty, such obligations of such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act or any other comparable state law (collectively, the “"Fraudulent Transfer Laws”"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (ax) in respect of intercompany Indebtedness indebtedness to the Borrowers Borrower or other its Affiliates of the Borrowers to the extent that such Indebtedness indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, hereunder and (by) under any guarantee guaranty of any subordinated Indebtedness indebtedness which guarantee guaranty contains a limitation as to maximum amount similar to that set forth in this SECTION 12.14Section 2.2, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount).

Limitation on Amount Guarantied; Contribution by Guarantors. Anything contained in this ARTICLE XII Article XI to the contrary notwithstanding, if any Fraudulent Transfer Law (as defined below) is determined by a court of competent jurisdiction to be applicable to the obligations of any Guarantor under this Agreement, such obligations of such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act or any other comparable state law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (excluding, however, any liabilities of such Guarantor (a) in respect of intercompany Indebtedness indebtedness to the Borrowers or other Affiliates affiliates of the Borrowers to the extent that such Indebtedness indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, hereunder and (b) under any guarantee of any subordinated Indebtedness indebtedness which guarantee contains a limitation as to maximum amount similar to that set forth in this SECTION 12.14Section 11.13, pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount).

Limitation on Amount Guarantied; Contribution by Guarantors. Anything contained in this ARTICLE XII Guaranty to the contrary notwithstanding, if any Fraudulent Transfer Law (as hereinafter defined) is determined by a court of competent jurisdiction to be applicable to the obligations of any Guarantor under this AgreementGuaranty, such obligations of such Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the Bankruptcy United States Code or any applicable provisions of the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act or any other comparable state law (collectively, the “Fraudulent Transfer Laws”"FRAUDULENT TRANSFER LAWS"), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (ax) in respect of intercompany Indebtedness indebtedness to the Borrowers Company or other Affiliates affiliates of the Borrowers Company to the extent that such Indebtedness indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder, hereunder and (by) under any guarantee guaranty of any subordinated Indebtedness Subordinated Indebtedness, which guarantee guaranty contains a limitation as to maximum amount similar to that set forth in this SECTION 12.14SUBSECTION 2.2(a), pursuant to which the liability of such Guarantor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including any such right of contribution under SUBSECTION 2.2(b)).