Maximum Guaranteed Amount. Notwithstanding anything to the contrary herein, Guarantor’s aggregate obligation to Guaranteed Party hereunder is limited to [ ] U.S. Dollars ($ ) (the “Maximum Guaranteed Amount”) (it being understood for purposes of calculating the Maximum Guaranteed Amount of Guarantor hereunder that any payment by Guarantor either directly or indirectly to the Guaranteed Party, pursuant to a demand made upon Guarantor by Guaranteed Party or otherwise made by Guarantor pursuant to its obligations under this Guaranty including any indemnification obligations, will reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for- dollar basis), including costs and expenses incurred by Guaranteed Party in enforcing this Guaranty, and will not either individually or in the aggregate be greater or different in character or extent than the obligations of Obligor to Guaranteed Party under the terms of the Power Purchase Agreement. IN NO EVENT WILL GUARANTOR BE SUBJECT TO ANY CONSEQUENTIAL, EXEMPLARY, EQUITABLE, LOSS OF PROFITS, PUNITIVE, TORT OR OTHER SIMILAR DAMAGES.
Maximum Guaranteed Amount. Notwithstanding any other ------------------------- provision of this Guaranty to the contrary, if the obligations of the Guarantor hereunder would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state corporate law or any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other law affecting the rights of creditors generally, to be void, invalid or unenforceable to any extent on account of the amount of the Guarantor's liability under this Guaranty, then notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by the Guarantor or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding.
Maximum Guaranteed Amount. The creation or existence from time to time of Guarantied Obligations in excess of the amount committed to or outstanding on the date of this Guaranty is hereby authorized by each Guarantor, without notice to such Guarantor, and shall in no way impair or affect this Guaranty or the rights of the Guarantied Parties, or any of them, herein. Anything in this Guaranty to be contrary notwithstanding, it is the intention of each Guarantor and the Guarantied Parties, that such Guarantor’s obligations hereunder shall be, but not in excess of, the Maximum Guaranteed Amount. The “Maximum Guaranteed Amount” shall mean for each Guarantor, calculated separately, the greater of (a) the amount of economic benefit received (directly or indirectly) by such Guarantor pursuant to the Loan Agreement and the other Loan Documents, and (b) the maximum amount which could be paid out by such Guarantor without rendering this Guaranty void or voidable under Applicable Law including, without limitation, (i) Title 11 of the United States Code, as amended, and (ii) applicable state law regarding fraudulent conveyances.
Maximum Guaranteed Amount. The aggregate liability of the Guarantor under this Guaranty and Guaranteed Party's right to recovery hereunder is limited to a total aggregate amount of [*] (the "Guaranty Cap").
Maximum Guaranteed Amount. Without in any way limiting each Guarantor's obligations under this Agreement and the other Loan Documents as a "Credit Party," the maximum dollar amount of any Guarantor's payment obligation under this guaranty shall not exceed the greater of (i) the actual dollar amount of the recovery by the Administrative Agent upon a Liquidation of the Collateral owned by such Guarantor and (ii) the difference between (a) the Cost value of the Collateral owned by such Guarantor on the date on which a Default occurs under this Agreement which results in an uninterrupted period of time from the time of occurrence of such Default to a Liquidation of such Collateral during which one or more Defaults or Events of Default exist unwaived and uncured continuously under this Agreement plus the Cost value of any Collateral transferred (whether by sale, intercompany transfer or otherwise) to such Guarantor after such date and (b) repayments of the Loans directly from the Proceeds of Collateral owned by such Guarantor after the date of occurrence of such Default. Moreover, notwithstanding any other provision of this Guaranty to the contrary, if the obligations of any Guarantor hereunder would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state corporate law or any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other law affecting the rights of creditors generally, to be void, invalid or unenforceable to any extent on account of the amount of such Guarantor's liability under this Guaranty, then notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by such Guarantor or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding.
Maximum Guaranteed Amount. Anything herein or in any other document, instrument or agreement executed and delivered in connection herewith to the contrary notwithstanding, the maximum individual liability of each Guarantor hereunder as at any date of determination thereof shall in no event exceed $1.00 less than the amount which would render such Guarantor's obligations under this Article VIII void or voidable under applicable law, including without limitation, fraudulent conveyance law.
Maximum Guaranteed Amount. The Maximum Guaranteed Amount at the date of this Demand Notice is US$ [insert relevant amount] consisting of Maximum Guaranteed Principal of US$ [insert relevant amount] and Maximum Guaranteed Interest of US$ [insert relevant amount].
Maximum Guaranteed Amount. Notwithstanding any other provision of this Agreement to the contrary, if the obligations of any Grantor hereunder would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state corporate or similar Law or any Debtor Relief Law, fraudulent conveyance or other Laws affecting the rights of creditors generally, to be void, invalid or unenforceable to any extent on account of the amount of such Grantor’s liability under this Agreement, then notwithstanding any other provision of this Agreement to the contrary, the amount of liability shall, without any further action by any Grantor or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in any such action or proceeding.
Maximum Guaranteed Amount. Notwithstanding any other provision of this Guaranty to the contrary, if and to extent that the obligations of a Guarantor hereunder would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state corporate law or any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other law affecting the rights of creditors generally, to be void, invalid or unenforceable to any extent on account of the amount of such Guarantor's liability under this Guaranty, giving effect to the rights of subrogation, contribution, reimbursement and indemnification of such Guarantor, if any, then notwithstanding any other provision of this Guaranty to the contrary, the amount of the liability of such Guarantor shall, without any further action by such Guarantor or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed such maximum liability without impairing this Guaranty or the rights and remedies of any Guaranteed Party.
Maximum Guaranteed Amount. Notwithstanding any other provision of this Guarantee to the contrary, the obligations of each Guarantor other than the Parent (each a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors") under this Guarantor shall be limited to an amount not to exceed as of any date of determination the greater of:
(a) the net amount of all proceeds of any Notes and other extensions of credit under the Note Purchase Agreement and directly or indirectly re-loaned or otherwise transferred to, or incurred for the benefit of, such Subsidiary Guarantor, plus interest thereon at the applicable rate specified in the Note Purchase Agreement;
(b) the amount of which could be claimed by the Purchaser from such Subsidiary Guarantor under this Guarantee without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, such Subsidiary Guarantor's right of contribution and indemnification from each other Subsidiary Guarantor under Section 1.3 hereof.
