Limitation on Guarantors’ Liability Clause Samples

Limitation on Guarantors’ Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the 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, foreign or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee and this Article 10 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including any and all guarantees under the Credit Facilities) 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 this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on the adjusted net assets of each Guarantor.

Limitation on Guarantors’ Liability. Notwithstanding anything herein to the contrary, the liability of Guarantor under this Guaranty shall be limited to the following: (a) Guarantor's liability hereunder shall be and is specifically limited to payments expressly required to be made by Debtor under the Agreements, but in no event shall Guarantor be liable or otherwise subject hereunder to any indirect, special, incidental, consequential, exemplary, punitive or tort damages, costs, attorney's fees and expenses or loss of profits; and (b) Guarantor's aggregate liability to Creditor under this Guaranty is limited to and shall not exceed Eleven Million Three Hundred Thousand Dollars ($11,300,000).

Limitation on Guarantors’ Liability. The Employer hereby agrees that the Guarantor’s liability under this Guarantee shall be limited to and shall not exceed the obligations assumed by the Contractor under the Contract.

Limitation on Guarantors’ Liability. Each Guarantor, and by its acceptance hereof, each Holder and the Trustee, hereby confirm that it is the intention of all such parties that the Guarantee of a Guarantor does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, each Holder and each Guarantor hereby irrevocably agree that the obligations of a Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance. If following the date of this Indenture and notwithstanding anything in Section 8.02 to the contrary: (1) (i) there shall be any change in the laws set forth in the first sentence of this Section 10.03 or (ii) any Subsidiary incorporated, organized or formed, as the case may be, under the laws of any jurisdiction other than the United States (a “Future Guarantor”) shall be required to execute a Guarantee; or (2) the Company shall reasonably determine that it shall be necessary or advisable to amend the terms of this Section 10.03 or to add additional provisions related to the limitations imposed on the Guarantee of a Future Guarantor, then upon the delivery of an Officers’ Certificate and Opinion of Counsel reasonably satisfactory to the Trustee, the Company shall be entitled to amend such clauses or add such additional provisions (including any related modifications to the form of Guarantee attached hereto in Exhibits A and B), as the case may be, in order for the Guarantee of a Guarantor not to so violate applicable law.

Limitation on Guarantors’ Liability. It is the intention of Lender and each Guarantor that the guaranty and obligations of such Guarantor under the Agreement not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law to the extent applicable to Agreement and the obligations of such Guarantor thereunder. The obligations of each Guarantor under the Agreement shall be limited to the maximum amount as will result in the obligations of such Guarantor under the Agreement not constituting a fraudulent transfer or conveyance. Nature/Revocation/Reinstatement of Guaranty. The guaranty provided by each Guarantor is continuing and covers the Loan and all obligations of Borrower to Lender, including those arising under successive transactions which continue or increase such obligations from time to time, renew all or part of such obligations after they have been satisfied, or create new obligations. The guaranty provided by such Guarantor is a guaranty of payment and not of collection. Revocation by one or more Guarantors of the Agreement shall not (a) affect the obligations under the Agreement of a non-revoking Guarantor, (b) apply to obligations outstanding when Lender receives written notice of revocation, or to any extensions, renewals, readvances, modifications, amendments or replacements of such obligations or (c) apply to obligations arising after Lender receives such notice of revocation and created pursuant to a commitment existing at the time of the revocation, whether or not there exists an unsatisfied condition to such commitment or Lender has another defense to its performance. All of Lender’s rights pursuant to the Agreement continue with respect to amounts previously paid to Lender on account of any obligations which are thereafter restored or returned by Lender, whether in an insolvency proceeding of Borrower or for any other reason, all as though such amounts had not been paid to Lender; and each Guarantor’s liability under the Agreement (and all its terms and provisions) shall be reinstated and revived, notwithstanding any surrender or cancellation of the Agreement. If any insolvency proceeding is commenced by or against Borrower or any Guarantor, at Lender’s election, any Guarantor’s obligations under the Agreement shall immediately and without notice or demand become due and payable, whether or...

Limitation on Guarantors’ Liability. (a) To the extent applicable, a Guarantor’s liability in respect of its Note Guarantee shall be limited to the extent set forth below:

Limitation on Guarantors’ Liability. 5.1 Nothing in this aueement shall operate so as to make the Guarantor liable for anything in respect of which the Tenant is released from liability by the provisions of the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇ 5.2 To the extent that this deed purports to impose on the Guarantor any liability for anything in respect of which the Tenant is released from liability by the provisions of the Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇ the relevant provision of this deed shall to that extent only be void but that shall not affect: 5.2.1 enforceability of that provision except to that extent 5.2.2 the enforceability of any other provision of this deed 5.3 The Secured Obligations shall not include obligations arising under a Relevant Variation but the making of a Relevant Variation shall not discharge the Guarantor’s liability under this deed

Limitation on Guarantors’ Liability. Each Guarantor, and by its acceptance hereof, each Holder and the Trustee, hereby confirm that it is the intention of all such parties that the Guarantee of a Guarantor does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, each Holder and each Guarantor hereby irrevocably agree that the obligations of a Guarantor under its Note Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor result in the obligations of such Guarantor not constituting such a fraudulent transfer or conveyance.

Limitation on Guarantors’ Liability. Although this Guaranty covers all Obligations, Guarantor’s liability under this Guaranty for Borrower’s Obligations shall not exceed at any one time the sum of the following (the “Guarantied Liability Amount”): (a) One Hundred Thirty Million Dollars ($130,000,000.00) for Obligations representing principal (“Principal Amount”), (b) all interest, fees like charges owing and allocable to the Principal Amount as determined by Bank, and (c) without allocation in respect of the Principal Amount all costs, attorneys’ fees, and expenses of Agent and Banks relating to or arising out of the enforcement of the Obligations and all indemnity liabilities of Guarantor under this Guaranty. The foregoing limitation applies only to Guarantor’s liability under this particular Guaranty. Unless Banks otherwise agree in writing, every other guaranty of any Obligations previously, concurrently, or hereafter given to Banks by Guarantor is independent of this Guaranty and of every other such guaranty. Without notice to Guarantor, Banks may permit the Obligations to, exceed the Principal Amount and may apply or reapply any amounts received in respect of the Obligations from any source other than from Guarantor to that portion of the Obligations not included within the Guarantied Liability Amount.