Guarantor Percentage definition

Guarantor Percentage has the meaning assigned to such term in Section 10.10.

Guarantor Percentage with respect to any Accommodation Payment by a Paying Guarantor shall be determined as of the date on which such Accommodation Payment was made by reference to the ratio of (a) such Non-Paying Guarantor’s Maximum Liability (as defined below) as of such date to (b) the aggregate Maximum Liability of all Loan Guarantors hereunder (including such Paying Guarantor) as of such date. As of any date of determination, the “Maximum Liability” of each Loan Guarantor shall be equal to the maximum amount of liability which could be asserted against such Loan Guarantor hereunder and under the Credit Agreement without (i) rendering such Loan Guarantor “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraud Conveyance Act (“UFCA”), (ii) leaving such Loan Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section 5 of the UFCA, or (iii) leaving such Loan Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section 5 of the UFCA. Nothing in this provision shall affect any Loan Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such Loan Guarantor’s Maximum Liability). Each of the Loan Guarantors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the Secured Obligations until the Termination Date. If, prior to the Termination Date, any such contribution payment is received by a Paying Guarantor at any time when an Event of Default exists, such contribution payment shall be collected, enforced and received by such Loan Guarantor as trustee for the Secured Parties and be paid over to the Administrative Agent on account of the Secured Obligations, but without affecting or impairing in any manner the liability of such Loan Guarantor under the other provisions of this Loan Guaranty. This provision is for the benefit of the Administrative Agent, the Lenders and the other Secured Parties.

Guarantor Percentage with respect to any Accommodation Payment by a Paying Guarantor shall be determined as of the date on which such Accommodation Payment was made by reference to the ratio of (a) such Non-Paying Guarantor’s Maximum Liability (as defined below) as of such date to (b) the aggregate Maximum Liability of all Note Guarantors hereunder (including such Paying Guarantor) as of such date.

Examples of Guarantor Percentage in a sentence

• In furtherance of the foregoing, the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Guarantor Percentage of the Guaranteed Obligations (in an aggregate amount not to exceed the Cap), regardless of whether any such action is brought against Parent or whether Parent is joined in any such action or actions.

• There was a discussion on who makes the homeowners pay, without an HOA, on a major issue in the development.

• In no event shall any Guarantor’s (i) liability for any amount that becomes payable under this Limited Guaranty exceed such Guarantor’s Maximum Guarantor Percentage of such amount (the “Per Claim Cap”) and (ii) aggregate liability under this Limited Guaranty exceed such Guarantor’s Maximum Guarantor Percentage of $105,000,000.00 (such amount, the “Cap” and each Guarantor’s Maximum Guarantor Percentage of the Cap, such Guarantor’s “Individual Cap”).

• If Parent or Merger Sub fails to pay and discharge all or any portion of the Obligation when due and payable (as determined by a final and non-appealable judgment of a court of competent jurisdiction), upon the Guaranteed Party’s demand each Guarantor shall immediately pay, or cause to be paid, to the Guaranteed Party its Maximum Guarantor Percentage of such Obligation.

• This Limited Guaranty may be enforced against any Guarantor only pro-rata based on its Maximum Guarantor Percentage hereunder.

More Definitions of Guarantor Percentage

Guarantor Percentage shall have the same meaning given to the term “Investor Percentage” in the Equity Commitment Letter, and (B) “Maximum Obligation” shall mean the Guarantor Percentage multiplied by the Cap Amount (as defined in the Equity Commitment Letter).

Guarantor Percentage means, (i) with respect to AIG, 33.33334%, (ii) with respect to WestView, 33.33334%, (iii) with respect to Xxxxxx, 6.33333%, (iv) (iii) with respect to Xxxxxxx, 6.33333%, (v) with respect to Hill, 3.33333% and (vi) with respect to Xxxxxxxxx, 17,33333%.

Guarantor Percentage has the meaning set forth in Section 2(a).

Guarantor Percentage has the meaning assigned to such term in Section 10.10.“Hazardous Materials” means all explosive or radioactive substances or wastes and allother substances, wastes, materials, pollutants or contaminants, of any nature, regulated pursuant to anyEnvironmental Law, including petroleum products, by-products or petroleum distillates, asbestos orasbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes.“Hedge Agreement” means any agreement with respect to any Derivative Transactionbetween the Borrower or any Restricted Subsidiary and any other Person.“Hedging Obligations” means, with respect to any Person, the obligations of suchPerson under any Hedge Agreement. “Immediate Family Members” means with respect to any individual, such individual’xxxxxx, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, formerspouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law(including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehiclethe only beneficiaries of which are any of the foregoing individuals or any private foundation or fund-26-

Guarantor Percentage has the meaning assigned to such term in Section 12.11. “Guaranty and Security Principles” means the principles set forth on Schedule 1.01(b).

Guarantor Percentage has the meaning assigned to such term in Section 10.10.“Hazardous Materials” means all explosive or radioactive substances or wastes and allother substances, wastes, materials, pollutants or contaminants, of any nature, regulated pursuant to any-25-

Guarantor Percentage has the meaning assigned to such term in Section 10.10. “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated as hazardous or deleterious pursuant to any Environmental Law. “Hedge Agreement” means any agreement with respect to any Derivative Transaction between the U.S. Borrower or any Restricted Subsidiary and any other Person. “Hedging Obligations” means, with respect to any Person, the obligations of such Person under any Hedge Agreement. “HMRC” means Her Majesty’s Revenue and Customs.