Luxembourg Guarantee Limitations Sample Clauses

Luxembourg Guarantee Limitations. (i) Notwithstanding the foregoing and any other provision in the Loan Documents to the contrary, the payment obligations of any Guarantor incorporated under the laws of Luxembourg (hereafter, a “Luxembourg Guarantor”) for the obligations of any Borrower which is not a Subsidiary of that Luxembourg Guarantor shall be limited at any time, to an aggregate amount not exceeding ninety-five (95) per cent. of the greater of:
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Luxembourg Guarantee Limitations. Notwithstanding any other provision to the contrary provided in the Indenture, the Guarantee granted herein by any Guarantor which is incorporated and established under the laws of the Grand-Duchy of Luxembourg (a “Luxembourg Guarantor”) for the obligations of any entity which is not a direct or indirect subsidiary of such Luxembourg Guarantor (the “Limited Guarantee”) shall, together with any similar guarantee obligations of such Luxembourg Guarantor under the Debt Documents (as defined in the Intercreditor Agreement) and the Indenture, be limited at any time to an aggregate amount not exceeding the higher of:
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Luxembourg Guarantee Limitations. Notwithstanding anything to the contrary in the Agreement, the aggregate exposure of each Luxembourg Guarantor under this Clause 17 shall, from time to time, be limited to an amount not exceeding the greater of:
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Luxembourg Guarantee Limitations. (1) Notwithstanding any other provision of this Indenture, the maximum liability of any Luxembourg Guarantor under this Indenture for the obligations of the Issuer or any Guarantor which is not a direct or indirect subsidiary of the Luxembourg Guarantor shall be limited at any time to an aggregate amount not exceeding the higher of:
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Luxembourg Guarantee Limitations. In relation to any Guarantor whose federal or state law to the extent applicable to the guaranty set forth herein and the obligations of registered office/place of central administration is in Luxembourg and whose centre of main each Guarantor hereunder, if the obligations of such Guarantor under Section 1 hereof would interest (as that term is used in Article 3(1) of Regulation (EU) of the Council and the European otherwise be determined to be void, invalid or unenforceable, or subordinated to the claims of any Parliament No. 2015/848 of 20 May 2015 on insolvency proceedings, recast, (the "Insolvency other creditors, in such action or proceeding on account of the amount of its liability under Regulation") is in Luxembourg (the "Luxembourg Guarantor") (i) notwithstanding any other Section 1, then, notwithstanding any other provision hereof to the contrary, the amount of such provision of this Guaranty, the aggregate obligations and exposure of the Luxembourg Guarantor liability shall, without any further action by such Guarantor, any Lender, the Collateral Agent, in respect of the obligations of a member of the Group (as defined in the Credit Agreement) which Administrative Agent or any other Person, be automatically limited and reduced to the highest is not a direct or indirect subsidiary of such Luxembourg Guarantor shall be limited at any time to amount which is valid and enforceable and not subordinated to the claims of other creditors as an aggregate amount not exceeding 90% of the greater of (i.i) an amount equal to the sum of the determined in such action or proceeding. Luxembourg Guarantor's Net Assets and its subordinated debt (dettes subordonnées), as reflected in the financial information of the Luxembourg Guarantor available to the Lenders, including, (b) In such circumstances, to effectuate the foregoing, the amount of the without limitation, its most recently and duly approved financial statements (comptes annuels) and liability of each Guarantor hereunder shall be determined without taking into account any liabilities any (unaudited) interim financial statements signed by its board of managers (gérants) and (i.ii) under any other indebtedness of or guarantee by such Guarantor. For purposes of the foregoing, an amount equal to the sum of the Luxembourg Guarantor's Net Assets and its subordinated debt all indebtedness and guarantees of such Guarantor other than the guarantee under Section 1 hereof (dettes subordonnées), as reflected in the fin...
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Related to Luxembourg Guarantee Limitations

  • Guarantee Limitations The limitations applicable to the Guarantees, as set forth in Section 209 of the Indenture, will apply to the Guarantees issued hereunder; provided, however, that any further limitations, or any amendments or modifications to such Guarantees or limitations thereon, shall be set forth in an additional supplemental indenture, in each case in accordance with the Indenture.

  • Limitation on Subsidiary Guarantors’ Liability Each Subsidiary Guarantor and by its acceptance hereof each Holder of a Debt Security entitled to the benefits of the Guarantee hereby confirm that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Federal or state law. To effectuate the foregoing intention, the Holders of a Debt Security entitled to the benefits of the Guarantee and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under the Guarantee, not result in the obligations of such Subsidiary Guarantor under the Guarantee constituting a fraudulent conveyance or fraudulent transfer under Federal or state law.

  • Limitation of Guarantor's Liability Each Guarantor and by its acceptance of Notes, each Holder, 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 the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and Guarantors hereby irrevocably agree that the obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor 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 Note Guarantee, result in the obligations of such Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.

  • Limitation on Subsidiary Guarantor Liability Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary 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 Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor 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 Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Ten, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Subsidiary Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

  • Limitation on Guarantors’ Liability Each Guarantor by its acceptance hereof and each Holder of a Security entitled to the benefits of the Guarantee hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing intention, each Holder of a Security entitled to the benefits of the Guarantee and each Guarantor hereby irrevocably agrees that the obligations of each Guarantor under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and 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 the Guarantee, not result in the obligations of such Guarantor under the Guarantee constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

  • Guarantees, etc To endorse or guarantee the payment of any notes or other obligations of any person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage and pledge the Trust property or any part thereof to secure any of or all such obligations;

  • Limitation of Subsidiary Guarantor's Liability Each Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to Section 10.06, result in the obligations of such Subsidiary Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law. This Section 10.05 is for the benefit of the creditors of each Subsidiary Guarantor, and, for purposes of applicable fraudulent transfer and fraudulent conveyance law, any Indebtedness of a Subsidiary Guarantor pursuant to Credit Facilities shall be deemed to have been incurred prior to the incurrence by such Subsidiary Guarantor of its liability under the Guarantee.

  • GUARANTEE, ETC Each of the Guaranteeing Subsidiaries hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.

  • Limitation on Guarantor 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 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 will be limited to the maximum amount that 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 this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

  • Liability of Guarantors Absolute Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

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