Avoidance Provisions Sample Clauses
Avoidance provisions are contractual clauses that allow one or both parties to nullify or withdraw from the agreement under specific circumstances. Typically, these provisions outline particular events—such as fraud, misrepresentation, or failure to meet certain conditions—that trigger the right to avoid the contract. By clearly defining when and how a contract can be set aside, avoidance provisions protect parties from being bound to agreements that have become unfair or invalid due to unforeseen issues.
Avoidance Provisions. It is the intent of each Guarantor, the Administrative Agent and the Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties) shall be determined in any such Proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount which, as of the time any of the Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the Guarantied Parties), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative Agent and the Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the Administrative Agent and the Guarantied Parties that would not otherwise be available to such Person under the Avoidance Provisions.
Avoidance Provisions. It is the intent of each Guarantor, the Agent, the Lenders and the Swingline Lender that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Agent, the Lenders and the Swingline Lender) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including without limitation,
Avoidance Provisions. It is the intent of each Guarantor, the Administrative Agent and the Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation
Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative Agent and the other Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this Section as against the Guarantied Parties that would not otherwise be available to such Person under the Avoidance Provisions.
Avoidance Provisions. It is the intent of each Guarantor and the Guarantied Parties that in any Proceeding, such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Guarantied Parties) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of such Guarantor hereunder (or any
Avoidance Provisions. It is the intent of the Guarantor and the Guarantied Parties that in any Proceeding, the Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the obligations of the Guarantor hereunder (or any other obligations of the Guarantor to the Guarantied Parties) to be avoidable or unenforceable against the Guarantor in such Proceeding as a result of Applicable Law, including without limitation, (a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible avoidance or unenforceability of the obligations of the Guarantor hereunder (or any other obligations of the Guarantor to the Guarantied Parties) shall be determined in any such Proceeding are referred to as the “Avoidance Provisions”. Accordingly, to the
Avoidance Provisions. 93 -------------------- Exhibit A Form of Assignment and Acceptance Agreement Exhibit B Form of Designation Agreement Exhibit C Form of Revolving Note Exhibit D Form of Bid Rate Note Exhibit E Form of Swingline Note Exhibit F Form of Notice of Borrowing Exhibit G Form of Notice of Continuation Exhibit H Form of Notice of Conversion Exhibit I Form of Bid Rate Quote Request Exhibit J Form of Bid Rate Quote Exhibit K Form of Bid Rate Quote Acceptance Exhibit L Form of Notice of Swingline Borrowing Exhibit M Form of Extension Request Exhibit N-1 Form of Opinion of Counsel to the Loan Parties Exhibit N-2 Form of Opinion of Counsel to the Agent Exhibit O-1 Form of Guaranty Exhibit O-2 Form of Development Affiliate Guaranty Exhibit P Form of Unencumbered Pool Certificate Exhibit Q Form of Compliance Certificate Exhibit R Form of Property Certificate Exhibit S Form of Joinder Agreement Schedule 1.1. Approved Grocery Stores Schedule 4.1. Unencumbered Pool Properties Schedule 7.2. Ownership Structure Schedule 7.6. Existing Indebtedness Schedule 7.10. Material Contracts Schedule 7.12. Transactions with Affiliates Schedule 7.15. Litigation Schedule 7.16. ERISA Schedule 7.24. Non-Guarantor Entities Schedule 8.26. Acquisition or Development of Properties Schedule 8.29. Hedging Agreements ATL01/10690729v10 Schedule 1.1(a) Approved Grocery Stores
1. Grocery Stores wholly owned directly or indirectly by Wal-Mart Stores, Inc. and operating under the following names: Wal-Mart Neighborhood Market
2. Grocery Stores wholly owned directly or indirectly by Safeway Inc. and operating under the following names: ▇▇▇▇ Quality Centers Dominicks Eagle Quality Centers (Alaska) Expo's Pak N Save Pavilion's Randall's Safeway ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Thumb Vons
3. Grocery Stores wholly owned directly or indirectly by ▇▇▇▇▇▇▇▇▇'▇ Inc. and operating under the following names: