Limitations on Guarantee. The provisions of the Guarantee under this Article VIII are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guarantee would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under this Guarantee, then, notwithstanding any other provision of this Guarantee to the contrary, the amount of such liability shall, without any further action by the Guarantors, the Administrative Agent, any Lender or any Lender Counterparty, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum Liability”). This Section 8.10, with respect to the Maximum Liability of the Guarantors, is intended solely to preserve the rights of the Administrative Agent, Lenders and Lender Counterparties hereunder to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other Person shall have any right or claim under this Section 8.10 with respect to the Maximum Liability, except to the extent necessary so that none of the obligations of any Guarantor hereunder shall be rendered voidable under applicable law.
Limitations on Guarantee. The provisions of the Guarantee under this Article VIII are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guarantee would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under this Guarantee, then, notwithstanding any other provision of this Guarantee to the contrary, the amount of such liability shall, without any further action by the Guarantors, the Administrative Agent, any Lender or any Lender Counterparty, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum Liability”). This
Limitations on Guarantee. This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Section 678 or 679 of the Companies Xxx 0000.
Limitations on Guarantee. (a) In the case of any New Guarantor that has executed this Supplemental Indenture and that is organized and existing under the laws of Belgium (a “Belgian Guarantor”):
(1) The maximum aggregate amount payable under by any such Belgian Guarantor with respect to such Belgian Guarantor’s Guarantee shall be limited to an amount equal to the greater of:
Limitations on Guarantee. Notwithstanding anything herein to the contrary, the guarantee provided herein shall be limited to the Shares, which Shares, simultaneously with the execution hereof, shall be delivered in proper form for transfer to Sullivan & Worcester, as escrow agent (the "ESCROW AGENT"), maintaininx xxx xscrow account (the "ESCROW") pursuant to the Stock Purchase and Escrow Agreement, dated as of the date hereof (the "ESCROW AGREEMENT") among the Guarantors, Investor, and the Escrow Agent. Other than the Shares and any other Collateral (as hereinafter defined) of each Guarantor, Investor expressly acknowledges that such Guarantor shall have no obligations or liability to Investor or to any other entity with respect to the Note or the obligations of Borrower thereunder, and Investor expressly waives all other causes of action against such Guarantor with respect to the Note and the obligations of Borrower thereunder. Investor and each Guarantor acknowledge that Investor shall be entitled to withdraw Shares from the Escrow, and the number of Shares in the Escrow shall thereby be decreased, upon conversion of the Note pursuant to Section 2(b)(ii), 6(a), and/or 8 thereof and Section 4.03 of the Escrow Agreement.
Limitations on Guarantee. (a) In accordance with Section 209 of the Base Indenture, notwithstanding anything to the contrary in the Guarantee provided by Brandbev or any other provision of this Twenty-Ninth Supplemental Indenture or the Base Indenture (the “Brandbev Guarantee”), the maximum aggregate liability of Brandbev under such Brandbev Guarantee (including any actual or contingent liabilities as a guarantor under the Other Brandbev Guaranteed Facilities) shall not exceed an amount equal to the aggregate of (without double counting):
(1) the aggregate amount of all moneys received by Brandbev and its Subsidiaries as a borrower or issuer under the Other Brandbev Guaranteed Facilities;
(2) the aggregate amount of all outstanding intercompany loans made to Brandbev and its Subsidiaries by other members of the Anheuser-Xxxxx InBev Group which have been directly or indirectly funded using the proceeds of borrowings under the Base Indenture or the Other Brandbev Guaranteed Facilities; and
(3) an amount equal to 100% of the greater of:
(A) the sum of Brandbev’s own capital (capitaux propres) and its subordinated debt (dettes subordonnées) (other than any subordinated debt already accounted for under sub-paragraph (2) above) (both as referred to in article 34 of the Luxembourg Law of 2002) as reflected in Brandbev’s then most recent annual accounts approved by the competent organ of Brandbev (as audited by its external auditor (réviseur d’entreprises), if required by law) at the date an enforcement is made under the Brandbev Guarantee; and
(B) the sum of Brandbev’s own capital (capitaux propres) and its subordinated debt (dettes subordonnées) (other than any subordinated debt already accounted for under sub-paragraph (2) above) (both as referred to in article 34 of the Luxembourg Law of 2002) as reflected in its most recent annual accounts as of the date of this Twenty-Ninth Supplemental Indenture.
(b) For the avoidance of doubt, the limitation referred to in paragraph (a) above shall not apply to the guarantee by Brandbev of any obligations owed by its Subsidiaries under any Other Brandbev Guaranteed Facilities.
(c) Brandbev hereby expressly accepts and confirms, for the purposes of article 1281 of the Luxembourg civil code, that notwithstanding any assignment, transfer and/or novation permitted under, and made in accordance with the provisions of the Base Indenture, the Brandbev Guarantee shall be preserved for the benefit of any new Holder and Brandbev hereby accepts and confirms t...
Limitations on Guarantee. 52 SECTION 11.03 Execution and Delivery of Guarantee.................................... 53 SECTION 11.04
Limitations on Guarantee. The obligations of the Guarantor under its Guarantee shall be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of the Guarantor or pursuant to its contribution obligations under this Indenture, shall result in the obligations of the Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under the laws of the jurisdiction in which the Guarantor is organized.
Limitations on Guarantee. The Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions contemplated by the Finance Documents (including utilisations thereunder).
Limitations on Guarantee. (a) Except for the termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 5.12, and except as set out in clauses (c), (d) and (e) below, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise of any of the Guaranteed Obligations, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, except for the termination or release of its obligations hereunder as expressly provided in Section 5.12 or set out in clauses (c), (d) and (e) below, to the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by:
(i) the failure of any Guaranteed Party or any other Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise;
(ii) any rescission, waiver, amendment, restatement or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement;
(iii) the release of, or any impairment of or failure to perfect any Lien on, any security held by any Guaranteed Party for any of the Guaranteed Obligations;
(iv) any default, failure or delay, willful or otherwise, in the performance of any of the Guaranteed Obligations;
(v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the payment in full in cash of all the Loan Document Obligations (including LC Disbursements, if any, but excluding contingent obligations and obligations in respect of Letters of Credit which have been cash collateralized in accordance with the Credit Agreement));
(vi) any illegality, lack of validity or lack of enforceability of any of the Guaranteed Obligations;
(vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding a...
