Maximum Liability of Guarantor. Anything in this Agreement to the contrary notwithstanding, in no event shall the amount of Guarantor’s liability hereunder exceed the maximum amount that (after giving effect to the incurring of the obligations hereunder and to any rights to contribution of Guarantor from other affiliates of Borrower) would not render the rights to payment of Agent and the Lenders hereunder void, voidable or avoidable under any applicable fraudulent transfer law.
Maximum Liability of Guarantor. The maximum liability of the Guarantor under this Guaranty shall be unlimited in Dollar amount. Any payments that shall become due from Guarantor shall be made in any coin or money that is legal tender in the U.S. at the time of payment.
Maximum Liability of Guarantor. If the obligations of each of the Guarantors hereunder otherwise would be subject to avoidance under Section 548 of the Bankruptcy Code or any applicable state law relating to fraudulent conveyances or fraudulent transfers, taking into consideration such Guarantor's (i) rights of reimbursement and indemnity from the Borrower with respect to amounts paid by such Guarantor, (ii) rights of subrogation to the rights of the Lender Parties and (iii) rights of contribution from each other Obligor, then such obligations hereby are reduced to the largest amount that would make them not subject to such avoidance. Any Person asserting that such Guarantor's obligations are so avoidable shall have the burden (including the burden of production and of persuasion) of proving (a) that, without giving effect to this Section 3.8, such Guarantor's obligations hereunder would be avoidable and (b) the extent to which such obligations are reduced by operation of this Section 3.8.
Maximum Liability of Guarantor. Notwithstanding any provision of this ------------------------------ Guaranty to the contrary, the liability of Guarantor hereunder shall not exceed the CVR Payout, as such term is defined in the CVR Agreement, plus interest incurred thereon pursuant to the Contingent Value Rights and the CVR Agreement and the costs and expenses mentioned in Section 1. Notwithstanding any provision of this Guaranty to the contrary, nothing herein shall be deemed to expand the obligations and covenants of Obligor under or pursuant to the Contingent Value Rights and the CVR Agreement.
Maximum Liability of Guarantor. Anything herein or in any other Loan Document to the contrary notwithstanding, if any Fraudulent Transfer Law is determined by a court of competent jurisdiction to be applicable to the Guarantor Obligations of a Guarantor, such Guarantor Obligations of such Guarantor shall be limited to a maximum aggregate amount equal to the largest amount that would not render such Guarantor’s Guarantor Obligations subject to avoidance as a fraudulent transfer or fraudulent conveyance under any Fraudulent Transfer Law, in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws, and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of this Agreement or any other agreement.
Maximum Liability of Guarantor. The obligations of the Guarantor hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law.
Maximum Liability of Guarantor. Notwithstanding anything herein to the contrary, if and to the extent required in order for the Guaranteed Obligations to be enforceable against a Guarantor under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws.
Maximum Liability of Guarantor. Anything herein or in any other document, instrument or agreement executed and delivered in connection herewith to the contrary notwithstanding, the maximum liability of a Guarantor hereunder as at any date of determination thereof shall in no event exceed such Guarantor's Maximum Guaranteed Amount (as defined below) as determined as of the date of the execution and delivery of this Guaranty (unless a later date shall be deemed by a court of competent jurisdiction to be applicable to the determination of the solvency of such Guarantor for purposes of any applicable federal or state fraudulent transfer, fraudulent conveyance or similar law governing debtors and the enforceability of debtors' obligations ("Applicable Insolvency Law"), in which event such other date shall apply), increased by any increase (but not decreased by any subsequent decrease) in such Guarantor's Maximum Guaranteed Amount, unless the inclusion of any such increase is contrary to any Applicable Insolvency Law. For the purpose of this paragraph, "Maximum Guaranteed Amount" shall mean the greater of (i) the aggregate amount of the Guaranteed Debt to the extent the proceeds thereof are used to make a Valuable Transfer (as defined below) to such Guarantor and (ii) ninety-five percent (95%) of the Adjusted Net Worth (as defined below) of such Guarantor, provided that in no event shall the amount specified in this clause (ii) be an amount that would result in such Guarantor having unreasonably small capital, as such term is used in any Applicable Insolvency Law. For the purpose of this paragraph, "Valuable Transfer" shall mean the amount of (i) all loans, advances or capital contributions made to the Guarantor with proceeds of the Guaranteed Debt; (ii) all debt securities or other obligations of the Guarantor acquired from the Guarantor or retired by the Guarantor with proceeds of the Guaranteed Debt; (iii) the fair market value of all property acquired with proceeds of the Guaranteed Debt and transferred, absolutely and not as collateral, to the Guarantor; (iv) all equity securities of the Guarantor acquired from the Guarantor with proceeds of the Guaranteed Debt; and (v) the value of any quantifiable economic benefits not included in clauses (i) through (iv), above, but includable in accordance with Applicable Insolvency Law, accruing to the Guarantor as a result of the Guaranteed Debt. For purposes of this paragraph, "Adjusted Net Worth" shall mean the excess of (i) the amount of the "pre...
Maximum Liability of Guarantor. Anything in this Agreement to the contrary notwithstanding, in no event shall the amount of the Obligations secured by this Agreement exceed the maximum amount that (after giving effect to the incurring of the obligations hereunder and to any rights to contribution of Guarantor from other affiliates of Borrower) would not render the rights to payment of Agent and the Banks hereunder void, voidable or avoidable under any applicable fraudulent transfer law.
Maximum Liability of Guarantor. Anything in this Agreement to the contrary notwithstanding, in no event shall the amount of Guarantor's liability hereunder (or, if applicable, the amount secured by this instrument) exceed the maximum amount that (after giving effect to the incurring of the obligations hereunder and to any rights to contribution of the undersigned from other affiliates of the Company) would not render the rights to payment of the Noteholders hereunder void, voidable or avoidable under any applicable fraudulent transfer law.
