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 not be rendered voidable under applicable law.
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”):
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) 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:
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):
Limitations on Guarantee. 52 SECTION 11.03 Execution and Delivery of Guarantee.................................... 53 SECTION 11.04
Limitations on Guarantee. 69 Article IX Events of Default............................................................................................................ 70 Article X The Administrative Agent................................................................................................. 72 Article XI Miscellaneous................................................................................................................. 74 Section 11.01... Notices......................................................................................................... 74
Limitations on Guarantee. 7 SECTION 3. GRANT OF SECURITY INTEREST.............................................................. 8
Limitations on Guarantee. Notwithstanding any other provision of this Guarantee, Xxxxxxx'x liability hereunder is limited as follows:
