Common use of US Guarantors Clause in Contracts

US Guarantors. (a) Each US Guarantor acknowledges that: (i) it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents; (ii) those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any Fraudulent Transfer Law; (iii) each Lender has acted in good faith in connection with the guarantee given by that US Guarantor and the transactions contemplated by the Finance Documents; and (iv) it has not incurred and does not intend to incur debts beyond its ability to pay as they mature. (b) Each Lender agrees that each US Guarantor’s liability under this clause is limited to the extent (if any) necessary so that no obligation of, or payment by, any US Guarantor under this clause is subject to avoidance or turnover under any Fraudulent Transfer Law. (c) Each US Guarantor represents and warrants to each Lender that: (i) the aggregate amount of its debts (including its obligations under the Finance Documents (other than obligations that are, at the relevant time, wholly contingent or prospective)) is less than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets; (ii) its capital is not unreasonably small to carry on its business as it is being conducted; (iii) it has not incurred and does not intend to incur debts beyond its ability to pay as they become due; and (iv) it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors.

US Guarantors. (a) Each US Guarantor acknowledges represents, warrants and agrees that: (i) it will receive valuable direct or and indirect benefits as a result of the transactions financed by the Finance Documents; (ii) those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any Fraudulent Transfer Law; (iii) each Lender Finance Party has acted in good faith in connection with the guarantee given by that US Guarantor and the transactions contemplated by the Finance Documents; and; (iv) it has not incurred and does not intend to incur debts beyond its ability to pay as they mature. (b) Each Lender agrees that each US Guarantor’s liability under this clause is limited to the extent (if any) necessary so that no obligation of, or payment by, any US Guarantor under this clause is subject to avoidance or turnover under any Fraudulent Transfer Law. (c) Each US Guarantor represents and warrants to each Lender that: (iiii) the aggregate amount of its debts (including its obligations under the Finance Documents (other than obligations that are, at the relevant time, wholly contingent or prospective)as limited by Clause 18.10(b) below) is less not more than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets; (iiiv) its capital is not unreasonably small to carry on its business as it is being conducted; (iiiv) it has not incurred and does not intend to incur debts beyond its ability to pay as they become duemature; and (ivvi) it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors. (b) Notwithstanding anything to the contrary contained herein or in any other Finance Document, the maximum liability of each US Guarantor under Clause 18 (Guarantee and indemnity) shall in no event exceed an amount equal to the greatest amount that would not render such US Guarantor’s obligations hereunder and under the other Finance Documents subject to avoidance under US Bankruptcy Law or to being set aside, avoided or annulled under any Fraudulent Transfer Law. (c) Each Finance Party agrees that each US Guarantor’s liability under this Clause is limited so that no obligation of, or transfer by, it under this Clause 18 is subject to avoidance and turnover under any applicable bankruptcy or fraudulent transfer law.

US Guarantors. (a) Each US Guarantor acknowledges that: (i) it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents; (ii) those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any Fraudulent Transfer Law; (iii) each Lender has acted in good faith in connection with the guarantee given by that US Guarantor and the transactions contemplated by the Finance Documents; and (iv) it has not incurred and does not intend to incur debts beyond its ability to pay as they mature. (b) Each Lender agrees that each US Guarantor’s 's liability under this clause is limited to the extent (if any) necessary so that no obligation of, or payment by, any US Guarantor under this clause is subject to avoidance or turnover under any Fraudulent Transfer Law. (c) Each US Guarantor represents and warrants to each Lender that: (i) the aggregate amount of its debts (including its obligations under the Finance Documents (other than obligations that are, at the relevant time, wholly contingent or prospective)) is less than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets; (ii) its capital is not unreasonably small to carry on its business as it is being conducted; (iii) it has not incurred and does not intend to incur debts beyond its ability to pay as they become due; and (iv) it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors.