Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Agent and each Secured Party hereby confirms that it is the intention of all such Persons that this guarantee and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 10 contracts
Samples: Guarantee and Collateral Agreement, Term Loan Credit Agreement (Claires Stores Inc), Guarantee and Collateral Agreement (Claires Stores Inc)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative each Agent and each other Secured Party hereby confirms that it is the intention of all such Persons persons that this guarantee and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative AgentAgents, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 5 contracts
Samples: Abl Guarantee and Collateral Agreement (CPG Newco LLC), Term Loan Guarantee and Collateral Agreement (CPG Newco LLC), Term Loan Guarantee and Collateral Agreement (CPG Newco LLC)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Agent and each Secured Party Lender hereby confirms that it is the intention of all such Persons that this guarantee and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this thus guarantee and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties Lenders and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor Subsidiary Party under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement (Verso Sartell LLC), Credit Agreement (Verso Paper Holdings LLC), Second Lien Guarantee and Collateral Agreement (Covalence Specialty Adhesives LLC)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Collateral Agent and each Secured Party hereby confirms that it is the intention of all such Persons that this guarantee and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, Collateral Agent and the Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor Subsidiary Party under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 4 contracts
Samples: Abl Credit Agreement (Noranda Aluminum Holding CORP), Guarantee and Collateral Agreement (Noranda Aluminum Holding CORP), Guarantee and Collateral Agreement (Noranda Aluminum Holding CORP)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative each Agent and each other Secured Party hereby confirms that it is the intention of all such Persons persons that this guarantee and the Secured Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Secured Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor the Guarantors under this guarantee at any time shall be are limited to the maximum amount as will result in the Secured Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 4 contracts
Samples: Abl Guarantee and Collateral Agreement (PET Acquisition LLC), Term Loan Guarantee and Collateral Agreement (PET Acquisition LLC), Abl Guarantee and Collateral Agreement (PET Acquisition LLC)
Maximum Liability. Each GuarantorGuarantor and, and by its acceptance of this guarantee, the Administrative each Agent and each other Secured Party hereby confirms that it is the intention of all such Persons persons that this guarantee and the Secured Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Secured Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor the Guarantors under this guarantee at any time shall be are limited to the maximum amount as will result in the Secured Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 3 contracts
Samples: Term Loan Guarantee and Collateral Agreement, Abl Guarantee and Collateral Agreement (Impax Laboratories, LLC), Term Loan Guarantee and Collateral Agreement (Amneal Pharmaceuticals, Inc.)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Agent and each Secured Party Lender hereby confirms that it is the intention of all such Persons persons that this guarantee and the Credit Agreement Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this thus guarantee and the Credit Agreement Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties Lenders and the Guarantors hereby irrevocably agree that the Credit Agreement Obligations of each Guarantor Subsidiary Party under this guarantee at any time shall be limited to the maximum amount as will result in the Credit Agreement Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Verso Paper Corp.), Guarantee and Collateral Agreement (Verso Paper Corp.), Credit Agreement (Verso Paper Corp.)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Collateral Agent and each Secured Party hereby confirms that it is the intention of all such Persons that this guarantee and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this thus guarantee and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, Collateral Agent and the Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor Subsidiary Party under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 3 contracts
Samples: Second Lien Bridge Credit Agreement (Berry Global Group Inc), First Lien Guarantee and Collateral Agreement (Covalence Specialty Adhesives LLC), Guarantee and Collateral Agreement (Noranda Aluminum Acquisition CORP)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Agent and each Secured Party Lender hereby confirms that it is the intention of all such Persons persons that this guarantee and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this thus guarantee and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties Lenders and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor Subsidiary Party under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Verso Quinnesec REP Holding Inc.), Guarantee and Collateral Agreement (Verso Quinnesec REP Holding Inc.)
Maximum Liability. Each The Guarantor, and by its acceptance of this guarantee, the Administrative Agent and each Secured Party hereby confirms that it is the intention of all such Persons that this guarantee and the Obligations of each the Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Obligations of each the Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties and the Guarantors Guarantor hereby irrevocably agree that the Obligations of each the Guarantor under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such the Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 3 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (Claires Stores Inc), Guarantee and Collateral Agreement (Claires Stores Inc)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Agent and each Secured Party Lender hereby confirms that it is the intention of all such Persons that this guarantee and the Guarantor Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreignfederal, federal or state law to the extent applicable to this guarantee and the Guarantor Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties Lenders and the Guarantors hereby irrevocably agree that the Guarantor Obligations of each Guarantor under this guarantee at any time shall be limited to the maximum amount as will result in the Guarantor Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Realogy Group LLC), Term Loan Agreement (Realogy Group LLC), Guarantee and Collateral Agreement (Realogy Holdings Corp.)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Agent JPM (for itself and each Secured Party on behalf of its Affiliates), hereby confirms that it is the intention of all such Persons that this guarantee and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties JPM (for itself and the Guarantors on behalf of its Affiliates) hereby irrevocably agree agrees that the Obligations of each Guarantor Subsidiary Party under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (J P Morgan Chase & Co), Guarantee and Collateral Agreement (Bear Stearns Companies Inc)
Maximum Liability. Each Guarantor, and by its acceptance of this guaranteeAgreement, the Administrative Agent and each Secured Party hereby confirms that it is the intention of all such Persons that this guarantee Agreement and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, federal or state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee Agreement and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this guarantee Agreement at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this guarantee Agreement not constituting a fraudulent transfer or conveyance.
Appears in 2 contracts
Samples: Guarantee Agreement, Guarantee Agreement (Momentive Performance Materials Inc.)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Agent, the Collateral Agent and each Secured Party Lender hereby confirms that it is the intention of all such Persons persons that this guarantee and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties Collateral Agent, the Lenders and the Guarantors hereby irrevocably agree that the Obligations of Holdings and each Guarantor Subsidiary Party under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 2 contracts
Samples: Current Asset Revolving Facility Guarantee and Collateral Agreement (Quality Distribution Inc), Fixed Asset Revolving Facility Guarantee and Collateral Agreement (Quality Distribution Inc)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Agent and each Secured Party Lender hereby confirms that it is the intention of all such Persons persons that this guarantee and the Obligations obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Obligations obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties Lenders and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor Subsidiary Party under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (RBS Global Inc), Guarantee and Collateral Agreement (RBS Global Inc)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Collateral Agent and each other Secured Party hereby confirms that it is the intention of all such Persons persons that this guarantee and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative AgentAgents, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (AZEK Co Inc.), Term Loan Guarantee and Collateral Agreement (AZEK Co Inc.)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Agent and each Secured Party Lender hereby confirms that it is the intention of all such Persons persons that this guarantee and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties Lenders and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor Subsidiary Loan Party under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this guarantee not constituting a fraudulent or voidable transfer or conveyance.
Appears in 1 contract
Samples: Credit Agreement (Verso Corp)
Maximum Liability. Each GuarantorGuarantor and, and by its acceptance of this guarantee, the Administrative each Agent and each other Secured Party hereby confirms that it is the intention of all such Persons that this guarantee the guarantees provided herein and the Obligations obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Transfer Act, the Uniform Fraudulent Transfer Conveyance Act or any similar foreign, federal or state law to the extent applicable to this guarantee the guarantees provided herein and the Obligations obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties and the Guarantors hereby irrevocably agree that the Obligations obligations of each Guarantor the Guarantors under this guarantee the guarantees provided herein at any time shall be are limited to the maximum amount as that will not result in the Obligations obligations of such Guarantor under this guarantee not the guarantees provided herein constituting a fraudulent transfer or conveyance.
Appears in 1 contract
Samples: Term Loan Guarantee and Collateral Agreement (Neiman Marcus Group LTD LLC)
Maximum Liability. Each Guarantor, and by its acceptance of this guaranteeGuaranty, the Administrative Agent and each Secured Party hereby confirms that it is the intention of all such Persons persons that this guarantee Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar lawDebtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal federal, state, provincial or state territorial law to the extent applicable to this guarantee Guaranty and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor under this guarantee Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this guarantee Guaranty not constituting a fraudulent transfer or conveyance.
Appears in 1 contract
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Agent, the Collateral Agent and each Secured Party Lender hereby confirms that it is the intention of all such Persons persons that this guarantee and the Secured Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Secured Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties Collateral Agent, the Lenders and the Guarantors hereby irrevocably agree that the Secured Obligations of Holdings and each Guarantor Subsidiary Party under this guarantee at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Quality Distribution Inc)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Agent and each Secured Party Lender hereby confirms that it is the intention of all such Persons persons that this guarantee and the Obligations obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Obligations obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties Lenders and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor Subsidiary Party under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Zurn Water Solutions Corp)
Maximum Liability. Each GuarantorGuarantor and, and by its acceptance of this guarantee, the Administrative each Agent and each other Secured Party hereby confirms that it is the intention of all such Persons persons that this guarantee and the Secured Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Secured Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor the Guarantors under this guarantee at any time shall be are limited to the maximum amount as will result in the Secured Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.. ARTICLE III
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Amneal Pharmaceuticals, Inc.)
Maximum Liability. (a) . Each Guarantor, and by its acceptance of this guaranteeAgreement, the Administrative Agent and each Secured Party hereby confirms that it is the intention of all such Persons that this guarantee Agreement and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, or state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee Agreement and the Guaranteed Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this guarantee Agreement at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor under this guarantee Agreement not constituting a fraudulent transfer or conveyance.
Appears in 1 contract
Samples: Guarantee Agreement (Hexion Inc.)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Agent and each Secured Party hereby confirms that it is the intention of all such Persons persons that this guarantee and the Secured Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Secured Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties and the Guarantors hereby irrevocably agree that the Secured Obligations of each Guarantor under this guarantee at any time shall be limited to the maximum amount as will result in the Secured Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Sprouts Farmers Markets, LLC)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Agent and each Secured Party Lender hereby confirms that it is the intention of all such Persons persons that this guarantee and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this thus guarantee and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties Lenders and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor Subsidiary Loan Party under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 1 contract
Samples: Superpriority Secured Debtor in Possession Credit Agreement (Verso Paper Holdings LLC)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Agent and each Secured Party Lender hereby confirms that it is the intention of all such Persons that this guarantee and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Secured Parties Lenders and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Berry Plastics Holding Corp)
Maximum Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Collateral Agent and each Secured Party Lender hereby confirms that it is the intention of all such Persons persons that this guarantee and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Collateral Agent, the Secured Parties Lenders and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor Subsidiary Loan Party under this guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this guarantee not constituting a fraudulent transfer or conveyance.
Appears in 1 contract