US Guarantors. (a) In this Subclause: fraudulent transfer law means any applicable United States bankruptcy and State fraudulent transfer and conveyance statute and any related case law;
US Guarantors. (a) Each US Guarantor acknowledges that:
US Guarantors. (a) In this Subclause:
US Guarantors. (a) Terms used in this clause are to be construed in accordance with the Fraudulent Transfer Laws.
US Guarantors. (a) In this Subsection:
US Guarantors all Subsidiaries of the Borrowers that have executed a Guaranty and are organized under the laws of any political subdivision of the United States, and, with respect to the Term Loan made to the Canadian Borrower, the US Borrower. US Loan Parties - collectively, the US Borrower and the US Guarantors.
US Guarantors all Subsidiaries of the Borrowers that have executed a Guaranty and are organized under the laws of any political subdivision of the United States. US LC Conditions - the following conditions necessary for issuance of a Letter of Credit for the account or benefit of the US Borrower: (a) each of the conditions set forth in Section 6; (b) after giving effect to such issuance, Total LC Obligations do not exceed the Letter of Credit Subline, Total US Revolver Outstandings do not exceed the US Borrowing Capacity, and Total Revolver Outstandings do not exceed the Aggregate Revolver Borrowing Capacity; (c) the expiration date of such Letter of Credit is (i) subject to Section 2.3.1(g) in respect of Auto-Extension Letters of Credit, no more than 365 days from issuance, in the case of standby Letters of Credit, (ii) no more than 180 days from issuance, in the case of documentary Letters of Credit, and (iii) at least 20 Business Days prior to the Termination Date; (d) the Letter of Credit and payments thereunder are denominated in Dollars; and (e) the form of the proposed Letter of Credit is reasonably satisfactory to the Administrative Agent and Bank of America, as Issuing Bank in their discretion. US LC Obligations - an amount equal to the sum (without duplication) of (a) all amounts owing by the US Borrower for any drawings under Letters of Credit (including in respect of any payment made by Bank of America, as Issuing Bank under any LC Guaranty) issued for the account or on behalf of the US Borrower; (b) the aggregate undrawn amount of all outstanding Letters of Credit issued for the account or on behalf of the US Borrower; and (c) all fees and other amounts owing with respect to Letters of Credit issued for the account or on behalf of the US Borrower.
US Guarantors. Each US Guarantor (for purposes of this Section 3(a), a “US Contributing Party”) agrees (subject to Section 4 hereof) that, in the event a payment shall be made by any other US Guarantor under the Guaranty of or in respect of a US Guaranteed Obligation and such US Guarantor (for purposes of this Section 3(a), the “US Claiming Party”) shall not have been fully indemnified by the US Borrower as provided in Section 2(a), the US Contributing Party shall indemnify the US Claiming Party in an amount equal to the amount of such payment multiplied by a fraction of which the numerator shall be the net worth of the US Contributing Party on the date of the Guaranty (or, in the case of any Guarantor becoming a party hereto pursuant to Section 15 hereof, the date of the Supplement hereto executed and delivered by such Guarantor) and the denominator shall be the aggregate net worth of all the US Guarantors on the date of the Guaranty (or, in the case of any Guarantor becoming a party hereto pursuant to Section 15 hereof, the date of the Supplement hereto executed and delivered by such Guarantor). Any US Contributing Party making any payment to a US Claiming Party pursuant to this Section 3(a) shall be subrogated to the rights of such US Claiming Party under Section 2(a) hereof to the extent of such payment.
US Guarantors. (a) Each US Borrower and each Guarantor whose jurisdiction of organisation is a state or territory of the United States (a “US Guarantor”) and each Secured Creditor (as defined in the Security Documents governed by US law, the “US Security Documents”) (by its acceptance of the benefits of the guarantee under Clause 24 (Guarantees)) hereby confirms that it is its intention that the guarantee under Clause 24 (Guarantees) shall not constitute a fraudulent transfer or conveyance for purposes of any bankruptcy, insolvency or similar law, the Uniform Fraudulent Conveyance Act or any similar Federal, state or foreign law. To effectuate the foregoing intention, each US Guarantor and each Secured Creditor (by its acceptance of the benefits of the guarantee under Clause 24 (Guarantees)) hereby irrevocably agrees that the Guaranteed Obligations (as defined in the US Security Documents) shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such US Guarantor that are relevant under such laws, and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such US Guarantor and the other Guarantors, result in the Guaranteed Obligations of such US Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. 152
US Guarantors. TRONOX LLC TRONOX US HOLDINGS INC. TRONOX PIGMENTS LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President TRONOX ALKALI CORPORATION TRONOX SPECIALTY ALKALI LLC TRONOX ALKALI WYOMING CORPORATION By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: President [Sixth Supplemental Indenture (2012)] SIGNED, SEALED AND DELIVERED by Xxxxxxx X. Xxxxxx as attorney for TRONOX LIMITED TIFIC PTY LTD TIO2 CORPORATION PTY LTD TRONOX AUSTRALIA HOLDINGS PTY LIMITED TRONOX AUSTRALIA PIGMENTS HOLDINGS PTY LIMITED TRONOX AUSTRALIA PTY LTD TRONOX GLOBAL HOLDINGS PTY LIMITED TRONOX HOLDINGS (AUSTRALIA) PTY LTD. TRONOX MANAGEMENT PTY LTD. TRONOX MINERAL SALES PTY LTD TRONOX PIGMENTS AUSTRALIA HOLDINGS PTY LIMITED TRONOX PIGMENTS AUSTRALIA PTY LIMITED TRONOX SANDS HOLDINGS PTY LIMITED TRONOX WESTERN AUSTRALIA PTY LTD TRONOX WORLDWIDE PTY LIMITED YALGOO MINERALS PTY LTD. under power of attorney dated in the presence of: /s/ Xxxxxx X. Xxxx Signature of witness /s/ Xxxxxx X. Xxxx Name of witness (block letters) AUSTRALIAN GUARANTORS: ) ) ) ) ) ) ) ) ) ) ) By executing this agreement the attorney states that the attorney has received no notice of revocation of the power of attorney /s/ Xxxxxxx X. Xxxxxx [Sixth Supplemental Indenture (2012)]
