Maximum Guaranty Liability definition

Maximum Guaranty Liability means the maximum liability hereunder of the respective Guarantors permitted by Applicable Bankruptcy Law as provided in Section 5.2.

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Maximum Guaranty Liability means the maximum liability hereunder and under the Italian Guaranty of the respective Guarantors and NN Italy permitted by Applicable Bankruptcy Law as provided in Section 5.2 hereof and in the Italian Guaranty.

Maximum Guaranty Liability of any Guarantor as of any date shall mean the greater of the following amounts: (i) the sum of the following (without duplication) as of such date: (A) the outstanding amount of all loans, advances, guarantees, capital contributions or other investments made by the Borrower and Madison Avenue to or for the benefit of such Guarantor, plus (B) the fair market value of all property transferred by the Borrower and Madison Avenue to such Guarantor, plus (C) the fair market value of all benefits received by such Guarantor's business and other relationships with the Borrower and Madison Avenue, plus (D) with respect to each transfer or benefit referred to in the foregoing clauses (A), (B) and (C), interest on the amount transferred or benefit received, such interest to accrue at the highest rate under the Notes until the same are repaid to the Borrower and Madison Avenue; and (ii) the greatest of the Fair Value Net Worth of such Guarantor as of (A) September 30, 1997, (B) each fiscal quarter-end of such person thereafter occurring on or prior to the date of determination of Maximum Guaranty Liability, (C) the date on which enforcement of this Guaranty is sought, and (D) the date on which a case under Title 11 of the United States Code is commenced with respect to the Borrower or such Guarantor. "Fair Value Net Worth" of a Guarantor as of any date shall mean (i) the fair value or fair saleable value (as the case may be, determined in accordance with applicable federal and state laws affecting creditors' rights and governing determinations of insolvency of debtors) of such Guarantor's assets (including such Guarantor's rights to contribution and subrogation hereunder) as of such date, minus (ii) the sum of $ 1.00 and the amount of all liabilities of such person (determined in accordance with such laws) as of such date but excluding (x) this Guaranty and (y) any liabilities subordinated in right of payment to this Guaranty.

Examples of Maximum Guaranty Liability in a sentence

• Guarantor agrees that the Obligations at any time and from time to time may exceed the Maximum Guaranty Liability of Guarantor, without impairing this Guaranty or affecting the rights and remedies of the Bank hereunder.

• Nothing in this Section 5.3 shall affect each Guarantor's several liability for the entire amount of the Guaranteed Obligations (up to such Guarantor's Maximum Guaranty Liability).

• The Guarantor agrees that the obligations guaranteed hereunder may at any time and from time to time exceed the Maximum Guaranty Liability of the Guarantor, without impairing its liability under this Parent Guaranty or affecting the rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder.

• Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Guaranty Liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the Guaranteed Parties hereunder.

• In no event, however, shall the Maximum Guaranty Liability be reduced to an amount less than the amount the LENDER would be entitled to enforce under Applicable Law (e.g., 11 U.S.C. §548 (c)) by virtue of LENDER’s having given value to the GUARANTOR in exchange for the Liabilities.

• Nothing in the Section 10.01(d) shall be construed to increase any Guarantor's obligations hereunder beyond its Maximum Guaranty Liability.

• The Guarantor agrees that the obligations guaranteed hereunder may at any time and from time to time exceed the Maximum Guaranty Liability of the Guarantor, without impairing its liability under this Guaranty or affecting the rights and remedies of the Administrative Agent, the Issuing Bank and the Banks hereunder.

• Nothing in this Section 5.3 shall affect each Guarantor's several liability for the entire amount of the Guaranteed Euro Obligations (up to such Guarantor's Maximum Guaranty Liability).

• In the event that any Guarantor (a "Funding Guarantor") shall make any payment or payments under this Guaranty, such Funding Guarantor shall have contribution rights against each other Guarantor (each, a "Contributing Guarantor") up to the amount of such Contributing Guarantor's Maximum Guaranty Liability.

• Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Guaranty Liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the Guaranteed Party hereunder.

More Definitions of Maximum Guaranty Liability

Maximum Guaranty Liability means, as of any date of determination thereof, the sum of (i) with respect to each Loan the proceeds of which are used to make or the issuance of which constitutes a Valuable Transfer to such Guarantor, the amount of such Loan PLUS (ii) with respect to each Loan the proceeds of which are not used to make or the issuance of which does not constitute a Valuable Transfer to such Guarantor, the lesser of (A) the outstanding amount of such Loan as of such date or (B) the greater of (I) ninety-five percent (95%) of the Guarantor Net Worth at the time of such Loan or (II) ninety-five percent (95%) of the Guarantor Net Worth of such Guarantor at the earliest of (x) such date, (y) the date of the commencement of a case under Title 11 of the United States Bankruptcy Code, (or any successor provisions) in which such Guarantor is a debtor or (z) the date enforcement hereunder is sought.

Maximum Guaranty Liability shall be that amount from time to time equal to the greatest of (a) the Adjusted Net Worth (as such term is defined below) of the Guarantor as of the end of the most recently concluded fiscal quarter of the Guarantor ended on or prior to the date of this Parent Guaranty, (b) the highest Adjusted Net Worth (as such term is defined below) of the Guarantor at the end of any fiscal quarter ending subsequent to the date of this Parent Guaranty and prior to the earlier of the date of the commencement of a case under Title 11 of the United States Code (the “Bankruptcy Code”) involving the Guarantor or the date enforcement of this Parent Guaranty is sought and (c) the Adjusted Net Worth (as such term is defined below) of the Guarantor at the earlier of the date of the commencement of a case under the Bankruptcy Code involving the Guarantor or the date enforcement of this Parent Guaranty is sought. As used herein, the term “Adjusted Net Worth” as of any particular date shall mean the excess of (i) the amount of the fair saleable value of the assets of the Guarantor (including the value of any and all rights of subrogation or contribution resulting from any payments by the Guarantor under any other guaranty) as of such date determined in accordance with applicable Federal and state laws affecting creditors’ rights and governing determinations of the insolvency of debtors, over (ii) the amount of all liabilities of the Guarantor (excluding all liabilities of the Guarantor under this Parent Guaranty), contingent or otherwise, as of such date, determined in accordance with the laws described in clause (i) above, minus $1.00. The Guarantor, the Administrative Agent, the Issuing Bank and the Lenders hereby further agree that: