Common use of Limitation on Guarantors’ Liability Clause in Contracts

Limitation on Guarantors’ Liability. Each Guarantor and, by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantees 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 laws to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of the Guarantors under the Note Guarantees and this Article 11 shall be limited to the maximum amounts as will, after giving effect to such maximum amount and all other contingent and fixed liabilities including, without limitation, liabilities under the New Credit Facility or guarantees of the New Credit Facility, of the Guarantors that are relevant under such laws (specifically excluding however, any liabilities of the undersigned (x) in respect of intercompany indebtedness to the Company or other affiliates of the Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by the undersigned hereunder and (y) under any guarantee of subordinated indebtedness which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which liability of the undersigned 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 of subrogation, reimbursement, indemnification or contribution of the undersigned pursuant to applicable law or pursuant to the terms of any agreement (including any such right of contribution under this paragraph). The undersigned desire to allocate among themselves (collectively, the "Contributing Guarantors"), in a fair and equitable manner, their obligations arising under this Guarantee. Accordingly, in the event any payment or distribution is made on any date by any of the undersigned under this Guarantee (a "Funding Guarantor") that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in the amount of such other Contributing Guarantor's Fair Share Shortfall (as defined below) as of such date with the result that all such contributions will cause each Contributing Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of such date. "

Limitation on Guarantors’ Liability. Each Guarantor and, by its acceptance of the Notes, each Holder, hereby confirms that it It is the intention of all such parties Lender and each Guarantor that the Note Guarantees guaranty and obligations of such Guarantor under the Agreement not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any other federal, state or foreign bankruptcy, insolvency, receivership or similar federal or state laws law to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, the Trustee, the Holders Agreement and the Guarantors hereby irrevocably agree that the obligations of the Guarantors such Guarantor thereunder. The obligations of each Guarantor under the Note Guarantees and this Article 11 Agreement shall be limited to the maximum amounts amount as willwill 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 giving effect 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 maximum amount and all other contingent and fixed liabilities including, without limitation, liabilities under the New Credit Facility commitment or guarantees Lender has another defense to its performance. All of the New Credit Facility, of the Guarantors that are relevant under such laws (specifically excluding however, any liabilities of the undersigned (x) in respect of intercompany indebtedness to the Company or other affiliates of the Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by the undersigned hereunder and (y) under any guarantee of subordinated indebtedness which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which liability of the undersigned 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 Lender’s rights of subrogation, reimbursement, indemnification or contribution of the undersigned pursuant to applicable law or pursuant to the terms Agreement continue with respect to amounts previously paid to Lender on account of any agreement 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 (including and all its terms and provisions) shall be reinstated and revived, notwithstanding any such right of contribution under this paragraph). The undersigned desire to allocate among themselves (collectively, the "Contributing Guarantors"), in a fair and equitable manner, their obligations arising under this Guarantee. Accordingly, in the event any payment surrender or distribution is made on any date by any cancellation of the undersigned Agreement. If any insolvency proceeding is commenced by or against Borrower or any Guarantor, at Lender’s election, any Guarantor’s obligations under this Guarantee (a "Funding Guarantor") that exceeds its Fair Share (as defined below) as of such datethe Agreement shall immediately and without notice or demand become due and payable, that Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in the amount of such other Contributing Guarantor's Fair Share Shortfall (as defined below) as of such date with the result that all such contributions will cause each Contributing Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of such date. "whether or not then otherwise due and payable.

Limitation on Guarantors’ Liability. Each Guarantor andNotwithstanding the provisions of Section 1 hereof or anything else to the contrary in this Guaranty, by its acceptance Guarantor's liability under this Guaranty for the Obligations shall not exceed the sum of the Notesfollowing (collectively, each Holder, hereby confirms that it is the intention "Guaranteed Liability Amount"): (a) the lesser of (i) FOUR MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($4,250,000.00); or (ii) fifty percent (50%) of all such parties that Obligations representing principal outstanding at the Note Guarantees not constitute a fraudulent transfer or conveyance time of demand by Bank under this Guaranty (the "Principal Amount") without reduction for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state laws payments with respect to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of the Guarantors under the Note Guarantees and this Article 11 shall be limited to the maximum amounts as will, Obligations received by Bank after giving effect to such maximum amount and all demand from any source other contingent and fixed liabilities than a Guarantor hereunder including, without limitation, liabilities under the New Credit Facility any payments from Borrower or guarantees any other guarantor of the New Credit FacilityObligations or derived from any collateral securing the Obligations; (b) all interest, of fees and like charges owing and allocable to the Guarantors that are relevant under such laws Principal Amount as reasonably determined by Bank; and (specifically excluding however, any liabilities of the undersigned (xc) without allocation in respect of intercompany indebtedness the Principal Amount, all costs, attorneys' fees and expenses of Bank relating to the Company or other affiliates arising out of the Company enforcement of the Obligations and all indemnity liabilities of Guarantor under this Guaranty; provided however, that Guarantors' liability for all costs, fees, expenses and indemnity liabilities specified in the preceding clause (c) shall terminate upon receipt by Bank from Guarantors of the full Guaranteed Liability Amount. The foregoing limitation applies only to Guarantor's liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty previously, concurrently or hereafter given to Bank by Guarantor is independent of this Guaranty and of every other such guaranty. Without notice to Guarantor, Bank may apply or reapply any amounts received in respect of the extent that such indebtedness would be discharged in an amount equal to the amount paid by the undersigned hereunder and (y) under Obligations from any guarantee of subordinated indebtedness which guarantee contains a limitation as to maximum amount similar source other than from Guarantor to that set forth in this paragraph, pursuant to which liability portion of the undersigned hereunder is Obligations not 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 of subrogation, reimbursement, indemnification or contribution of the undersigned pursuant to applicable law or pursuant to the terms of any agreement (including any such right of contribution under this paragraph). The undersigned desire to allocate among themselves (collectively, the "Contributing Guarantors"), in a fair and equitable manner, their obligations arising under this Guarantee. Accordingly, in the event any payment or distribution is made on any date by any of the undersigned under this Guarantee (a "Funding Guarantor") that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in the amount of such other Contributing Guarantor's Fair Share Shortfall (as defined below) as of such date with the result that all such contributions will cause each Contributing Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of such date. "Guaranteed Liability Amount.

Limitation on Guarantors’ Liability. Each Guarantor andAlthough this Continuing Guaranty (this “Guaranty”) covers all Obligations, by its acceptance each Guarantor's liability under this Guaranty for Borrower's Obligations shall not exceed at any one time the sum of the Notesfollowing (the "Guarantied Liability Amount"): (a) Thirty Million Dollars ($30,000,000) for Obligations representing principal owing in connection with the Term Loan ("Principal Amount"), each Holder(b) interest, hereby confirms that it is the intention of all such parties that the Note Guarantees 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 laws fees and like charges owing and allocable to the extent applicable Principal Amount as determined by Bank, (c) all amounts owing to Bank under any interest rate swap or similar agreement heretofore or hereafter entered into between Borrower and Bank relating to the Note Guarantees. To effectuate the foregoing intentionTerm Loan, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of the Guarantors under the Note Guarantees and this Article 11 shall be limited to the maximum amounts as will, after giving effect to such maximum amount and all other contingent and fixed liabilities including, (d) without limitation, liabilities under the New Credit Facility or guarantees of the New Credit Facility, of the Guarantors that are relevant under such laws (specifically excluding however, any liabilities of the undersigned (x) allocation in respect of intercompany indebtedness the Principal Amount all costs, reasonable attorneys' fees, and expenses of Bank relating to the Company or other affiliates arising out of the Company enforcement of the Obligations and all indemnity liabilities of each Guarantor under this Guaranty. The foregoing limitation applies only to Guarantors’ liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty of any Obligations previously, concurrently, or hereafter given to Bank by any Guarantor is independent of this Guaranty and of every other such guaranty. Without notice to any Guarantor, Bank may permit the extent that such indebtedness would be discharged Obligations to exceed the Principal Amount and may apply or reapply any amounts received in an amount equal to respect of the amount paid by the undersigned hereunder and (y) under Obligations from any guarantee of subordinated indebtedness which guarantee contains source other than from a limitation as to maximum amount similar Guarantor to that set forth in this paragraph, pursuant to which liability portion of the undersigned hereunder is Obligations not included in within 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 of subrogation, reimbursement, indemnification or contribution of the undersigned pursuant to applicable law or pursuant to the terms of any agreement (including any such right of contribution under this paragraph). The undersigned desire to allocate among themselves (collectively, the "Contributing Guarantors"), in a fair and equitable manner, their obligations arising under this Guarantee. Accordingly, in the event any payment or distribution is made on any date by any of the undersigned under this Guarantee (a "Funding Guarantor") that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in the amount of such other Contributing Guarantor's Fair Share Shortfall (as defined below) as of such date with the result that all such contributions will cause each Contributing Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of such date. "Guarantied Liability Amount.

Limitation on Guarantors’ Liability. Each Guarantor andNotwithstanding the provisions of Section 1 hereof or anything else to the contrary in this Guaranty, by its acceptance Guarantor's liability under this Guaranty for the obligations shall not exceed the sum of the Notesfollowing (collectively, each Holder, hereby confirms that it is the intention "Guaranteed Liability Amount"): (a) the lesser of (i) FOUR MILLION EIGHT HUNDRED TWENTY THOUSAND TWO HUNDRED SEVENTY FIVE AND NO/100 DOLLARS ($4,820,275.00); or (ii) fifty percent (50%) of all such parties that obligations representing principal outstanding at the Note Guarantees not constitute a fraudulent transfer or conveyance time of demand by Bank under this Guaranty (the "Principal Amount") without reduction for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state laws payments with respect to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of the Guarantors under the Note Guarantees and this Article 11 shall be limited to the maximum amounts as will, Obligations received by Bank after giving effect to such maximum amount and all demand from any source other contingent and fixed liabilities than a Guarantor hereunder including, without limitation, liabilities under the New Credit Facility any payments from Borrower or guarantees any other guarantor of the New Credit FacilityObligations or derived from any collateral securing the Obligations; (b) all interest, of fees and like charges owing and allocable to the Guarantors that are relevant under such laws Principal Amount as reasonably determined by Bank; and (specifically excluding however, any liabilities of the undersigned (xc) without allocation in respect of intercompany indebtedness the Principal Amount, all costs, attorneys' fees and expenses of Bank relating to the Company or other affiliates arising out of the Company enforcement of the Obligations and all indemnity liabilities of Guarantor under this Guaranty; provided however, that Guarantors' liability for all costs, fees, expenses and indemnity liabilities specified in the preceding clause (c) shall terminate upon receipt by Bank from Guarantors of the full Guaranteed Liability Amount. The foregoing limitation applies only to Guarantor's liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty previously, concurrently or hereafter given to Bank by Guarantor is independent of this Guaranty and of every other such Guaranty. Without notice to Guarantor, Bank may apply or reapply any amounts received in respect of the extent that such indebtedness would be discharged in an amount equal to the amount paid by the undersigned hereunder and (y) under Obligations from any guarantee of subordinated indebtedness which guarantee contains a limitation as to maximum amount similar source other than from Guarantor to that set forth in this paragraph, pursuant to which liability portion of the undersigned hereunder is obligations not 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 of subrogation, reimbursement, indemnification or contribution of the undersigned pursuant to applicable law or pursuant to the terms of any agreement (including any such right of contribution under this paragraph). The undersigned desire to allocate among themselves (collectively, the "Contributing Guarantors"), in a fair and equitable manner, their obligations arising under this Guarantee. Accordingly, in the event any payment or distribution is made on any date by any of the undersigned under this Guarantee (a "Funding Guarantor") that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in the amount of such other Contributing Guarantor's Fair Share Shortfall (as defined below) as of such date with the result that all such contributions will cause each Contributing Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of such date. "Guaranteed Liability Amount.

Limitation on Guarantors’ Liability. Each Guarantor andNotwithstanding the provisions of Section 1 hereof or anything else to the contrary in this Guaranty, by its acceptance Guarantor's liability under this Guaranty for the Obligations shall not exceed the sum of the Notesfollowing (collectively, each Holder, hereby confirms that it is the intention "Guaranteed Liability Amount"): (a) the lesser of (i) ONE MILLION AND NO/100 DOLLARS ($1,000,000.00); or (ii) fifty percent (50%) of all such parties that Obligations representing principal outstanding at the Note Guarantees not constitute a fraudulent transfer or conveyance time of demand by Bank under this Guaranty (the "Principal Amount") without reduction for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state laws payments with respect to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of the Guarantors under the Note Guarantees and this Article 11 shall be limited to the maximum amounts as will, Obligations received by Bank after giving effect to such maximum amount and all demand from any source other contingent and fixed liabilities than a Guarantor hereunder including, without limitation, liabilities under the New Credit Facility any payments from Borrower or guarantees any other guarantor of the New Credit FacilityObligations or derived from any collateral securing the Obligations; (b) all interest, of fees and like charges owing and allocable to the Guarantors that are relevant under such laws Principal Amount as reasonably determined by Bank; and (specifically excluding however, any liabilities of the undersigned (xc) without allocation in respect of intercompany indebtedness the Principal Amount, all costs, attorneys' fees and expenses of Bank relating to the Company or other affiliates arising out of the Company enforcement of the Obligations and all indemnity liabilities of Guarantor under this Guaranty; provided however, that Guarantors' liability for all costs, fees, expenses and indemnity liabilities specified in the preceding clause (c) shall terminate upon receipt by Bank from Guarantors of the full Guaranteed Liability Amount. The foregoing limitation applies only to Guarantor's liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty previously, concurrently or hereafter given to Bank by Guarantor is independent of this Guaranty and of every other such guaranty. Without notice to Guarantor, Bank may apply or reapply any amounts received in respect of the extent that such indebtedness would be discharged in an amount equal to the amount paid by the undersigned hereunder and (y) under Obligations from any guarantee of subordinated indebtedness which guarantee contains a limitation as to maximum amount similar source other than from Guarantor to that set forth in this paragraph, pursuant to which liability portion of the undersigned hereunder is Obligations not 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 of subrogation, reimbursement, indemnification or contribution of the undersigned pursuant to applicable law or pursuant to the terms of any agreement (including any such right of contribution under this paragraph). The undersigned desire to allocate among themselves (collectively, the "Contributing Guarantors"), in a fair and equitable manner, their obligations arising under this Guarantee. Accordingly, in the event any payment or distribution is made on any date by any of the undersigned under this Guarantee (a "Funding Guarantor") that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in the amount of such other Contributing Guarantor's Fair Share Shortfall (as defined below) as of such date with the result that all such contributions will cause each Contributing Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of such date. "Guaranteed Liability Amount.