Common use of Limitation on Guarantor Liability Clause in Contracts

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, hereby confirms that it is the intention of all such parties that the guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Guarantor under the guarantee, but shall be limited to the maximum amount which, 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 guarantee or pursuant to its contribution obligations under the Indenture, will result in the obligations of such Guarantor under its guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or other applicable law.

Appears in 1 contract

Samples: Indenture (Aerojet Ordnance Tennessee Inc)

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Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteesuch Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall be limited to the maximum amount whichas shall, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article Eleven, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Entravision Communications Corp)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeGuarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but its Guarantee and this ARTICLE 12 shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis SECTION 12.06, will result in the obligations of such Guarantor under its guarantee Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Veterinary Centers of America Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Units and/or Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state, provincial or state foreign law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 10, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Primus Telecommunications Group Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeSubsidiary Guarantee. To effectuate the foregoing intention, and to the extent permitted by applicable law, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 10, will result in the obligations of such Guarantor under its guarantee Subsidiary Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Wca Waste Corp)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of the Notes, each Noteholder, hereby confirms that it is the intention of all such parties that the guarantee Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeSubsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders Noteholders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but its Subsidiary Guarantee and this Section 12 shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Section 12, will result in the obligations of such Guarantor under its guarantee Subsidiary Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Purchase Agreement (Terremark Worldwide Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeits Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichas will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article Eleven, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Windstream Services, LLC)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall be limited to the maximum amount whichwill, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Section 16, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Note Purchase Agreement (Alpharma Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability Obligations of such Guarantor under the guarantee, but this Article XII shall be limited to the maximum amount whichas shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article XII, will result in the obligations Obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Horizon PCS Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee of such Guarantor 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 similar federal or state law to the extent applicable to any guaranteeGuarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Subsidiary Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 13, will result in the obligations of such Subsidiary Guarantor under its guarantee Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Superior Energy Services Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeSubsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article XIII, will result in the obligations of such Guarantor under its guarantee Subsidiary Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Greenbrier Companies Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteesuch Note Guarantee. To effectuate the foregoing intention, the Trustee, and the Collateral Agent, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall be limited to the maximum amount whichas will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article Ten, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Geo Group Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but this Article 12 shall be limited to the maximum amount whichas shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 12, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Ubiquitel Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, including any Guarantees under the Credit Facilities, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 10, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (General Nutrition Centers Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but its Note Guarantee and this Section 15 shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Section 15, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Purchase Agreement (Playcore Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Act, the Ley General de Concursos Mercantiles of Mexico or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 11, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Ion Geophysical Corp)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Guarantor under the guarantee, but shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 10, will result in the obligations Obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Nexstar Broadcasting Group Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, including any Guarantees under the Senior Credit Facility, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 11, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (General Nutrition Companies Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeSubsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability Notes Obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article XII, will result in the obligations of such Guarantor under its guarantee Subsidiary Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Pioneer Energy Services Corp)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee this Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability Obligations of such Guarantor under the guarantee, but shall be limited to the maximum amount whichthat shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 10, will result in the obligations Obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Compass Minerals International Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeSubsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article XI, will result in the obligations of such Guarantor under its guarantee Subsidiary Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Suburban Propane Partners Lp)

Limitation on Guarantor Liability. Each The Guarantor, and each Holder by its acceptance of 2025 Notes, each 2025 Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee of such the Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy LawTitle 11, U.S. Code or any similar federal or state law for the relief of debtors, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteethe Guarantee. To effectuate the foregoing intention, the Trustee, the 2025 Holders and the Guarantors Guarantor hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such the Guarantor under the guarantee, but shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such Guarantor laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its this Guarantee or any other guarantee or pursuant to its contribution obligations under the Indenture, will result in the obligations of such the Guarantor under its guarantee Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or other applicable law.

Appears in 1 contract

Samples: Supplemental Indenture (Janus Capital Group Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws (including, without limitation, any guarantees under the Credit Agreement), and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the this Indenture, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Superior Energy Services Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeSubsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article Eleven, will result in the obligations of such Guarantor under its guarantee Subsidiary Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Aaipharma Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeits Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichas will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article Ten, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Windstream Corp)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but its Note Guarantee and this Article 10 shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 10, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture Agreement (Uk Abba Products Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeSubsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but its Subsidiary Guarantee and this Section 14 shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Section 14, will result in the obligations of such Guarantor under its guarantee Subsidiary Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Purchase Agreement (Ruths Chris Steak House, Inc.)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Non-Korean Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 12, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (MagnaChip Semiconductor LTD (United Kingdom))

Limitation on Guarantor Liability. Each The Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee of such the Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy LawTitle 11, U.S. Code or any similar federal or state law for the relief of debtors, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteethe Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors Guarantor hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such the Guarantor under the guarantee, but shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such Guarantor laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its this Guarantee or any other guarantee or pursuant to its contribution obligations under the Indenture, will result in the obligations of such the Guarantor under its guarantee Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or other applicable law.

Appears in 1 contract

Samples: First Supplemental Indenture (Valeant Pharmaceuticals International, Inc.)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeSubsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guaranteeSubsidiary Guarantee, but Section 4.20 and this Article XI shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee Section 4.20 or pursuant to its contribution obligations under the Indenturethis Article XI, will result in the obligations of such Guarantor under its guarantee Subsidiary Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Loomis Fargo & Co)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeits Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall be limited to the maximum amount whichas shall, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article Ten, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Windstream Services, LLC)

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Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeGuarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Guarantor under the guarantee, but shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article X, will result in the obligations of such Guarantor under its guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or other applicable law.such

Appears in 1 contract

Samples: Indenture (Chobani Inc.)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Units and/or Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent preference, transfer or conveyance or a transfer at undervalue for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state, provincial or state foreign law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 10, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Niska Gas Storage Partners LLC)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11, U.S. Code or any similar federal or state law for the relief of debtors ("Bankruptcy Law"), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article XIV, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Interstate Bakeries Corp/De/)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal, state or state provincial law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor Guarantor, including those that are at any time owing with respect to the Credit Facilities or that are otherwise relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 12, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Jordan Industries Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder and, by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Subsidiary Guarantee of such each Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeSubsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Guarantor under the guarantee, but shall be limited to the maximum amount whichas will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article XI, will result in the obligations of such Guarantor under its guarantee Subsidiary Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Five Star Quality Care Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeGuarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but its Guarantee and this Article 10 shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 10, will result in the obligations of such Guarantor under its guarantee Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Asia Global Crossing LTD)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal national, federal, local or state law Law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such Laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of 159 such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 10, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Liberty Global PLC)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer transfer, unfair, improper or fraudulent disposition or preference or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar or other federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 10, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer, unfair, improper or fraudulent transfer under federal, state disposition or other applicable law.preference or conveyance. 4869-1723-0772 v.7

Appears in 1 contract

Samples: Indenture (AMC Networks Inc.)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the TrusteeTrustee Obligations, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but this Article XII shall be limited to the maximum amount whichas shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article XII, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Ipcs Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder and, by its acceptance of Notesany Note, hereby each Holder, confirms that it is each Guarantor and the intention of all such parties Holders intend that the guarantee Guarantee of such each Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeGuarantee. To effectuate the foregoing intention, Each of the Trustee, the Collateral Agent, the Holders and each Guarantor irrevocably agrees that the Guarantors hereby irrevocably agree that obligations of each Guarantor's liability shall be that amount from time to time equal to the aggregate liability of such Guarantor under the guarantee, but shall its Guarantee will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the IndentureGuarantee, will result in the obligations of such Guarantor under its guarantee Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Workhorse Group Inc.)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall be limited to the maximum amount whichshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article XI, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Spectrum Brands, Inc.)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor 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 similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability Obligations of such Guarantor under the guarantee, but shall be limited to the maximum amount whichthat shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 11, will result in the obligations Obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Crown Castle International Corp)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of the Notes, each Noteholder, hereby confirms that it is the intention of all such parties that the guarantee Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeSubsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders Noteholders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but its Subsidiary Guarantee and this Section 13 shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Section 13, will result in the obligations of such Guarantor under its guarantee Subsidiary Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Purchase Agreement (Iowa Telecommunications Services Inc)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal federal; state, provincial or state other applicable law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 10, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Surgical Specialties UK Holdings LTD)

Limitation on Guarantor Liability. Each The Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee of such the Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy LawTitle 11, U.S. Code or any similar federal or state law for the relief of debtors, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteethe Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors Guarantor hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such the Guarantor under the guarantee, but shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such Guarantor laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its this Guarantee or any other guarantee or pursuant to its contribution obligations under the Indenture, will result in the obligations of such the Guarantor under its guarantee Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or other applicable law.

Appears in 1 contract

Samples: Supplemental Indenture (Janus Henderson Group PLC)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeSubsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall will be limited to the maximum amount whichthat will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article XI, will result in the obligations of such Guarantor under its guarantee Subsidiary Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Pioneer Drilling Co)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteesuch Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but shall be limited to the maximum amount whichas shall, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article Ten, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (DreamWorks Animation SKG, Inc.)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeNote Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but its Note Guarantee and this Article 14 shall be limited to the maximum amount whichas will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 14, will result in the obligations of such Guarantor under its guarantee Note Guarantee not constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Insilco Corp/De/)

Limitation on Guarantor Liability. Each Guarantor, and each Holder by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guaranteeSubsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor's liability shall be that amount from time to time equal to the aggregate liability obligations of such Guarantor under the guarantee, but this Article 8 shall be limited to the maximum amount whichas will not, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the Indenturethis Article 8, will result in the obligations of such Guarantor under its guarantee not Subsidiary Guarantee constituting a fraudulent conveyance transfer or fraudulent transfer under federal, state or other applicable lawconveyance.

Appears in 1 contract

Samples: Indenture (Complete Production Services, Inc.)

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