Common use of Limitation of Guarantor's Liability Clause in Contracts

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07, result in the Obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 5 contracts

Sources: Indenture (Landmark Theatre Corp), Indenture (Neff Corp), Indenture (Carpenter W R North America Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree agrees that the Obligations obligations of such each Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such each Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such each other Guarantor under its Guarantee or pursuant to Section 11.0711.5, result in the Obligations obligations of such each Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 4 contracts

Sources: Indenture (Morris Publishing Group LLC), Indenture (Morris Publishing Group LLC), Indenture (Morris Publishing Group LLC)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0711.5, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 4 contracts

Sources: Indenture (Listerhill Total Maintenance Center LLC), Indenture (Anchor Glass Container Corp /New), Indenture (Commemorative Brands Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0711.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 4 contracts

Sources: Indenture (Acme Intermediate Holdings LLC), Indenture (Arcon Coating Mills Inc), Indenture (Fibermark Office Products LLC)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of the Holders hereby confirms confirm that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Debt of such Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.6, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 4 contracts

Sources: Indenture (Vertis Inc), Indenture (Webcraft LLC), Indenture (Webcraft LLC)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof hereof, each Holder and the Trustee, hereby confirms confirm that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Bankruptcy LawUnited States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders each Holder and such each Guarantor hereby irrevocably agree that the Obligations obligations of such a Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other such Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0712.04, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 4 contracts

Sources: Indenture (Management Solutins Inc/), Indenture (Tokheim Corp), Indenture (Tokheim Corp)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Guarantee Obligations of such Guarantor under its Guarantee this Article 12 shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations Guarantee Obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07this Article 12, result in the Guarantee Obligations of such Guarantor under its the Guarantee of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 3 contracts

Sources: Indenture (Trump Indiana Inc), Indenture (Trump Indiana Inc), Indenture (New Pier Operating Co Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee this Article 11 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07this Article 11, result in the Obligations of such Guarantor under its the Subsidiary Guarantee of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 3 contracts

Sources: Indenture (Pacific Aerospace & Electronics Inc), Indenture (Pacific Aerospace & Electronics Inc), Indenture (Pacific Aerospace & Electronics Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of the Holders hereby confirms confirm that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Debt of such Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0711.7, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 3 contracts

Sources: Indenture (Vertis Inc), Indenture (Vertis Inc), Indenture (Vertis Inc)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof hereof, each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its the Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such each Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0712.4, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such a fraudulent conveyance or fraudulent transfer under federal or conveyance.state law. This

Appears in 3 contracts

Sources: Indenture (Transtexas Gas Corp), Indenture (Transtexas Gas Corp), Indenture (Transtexas Gas Corp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0712.07, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent conveyance or fraudulent transfer under any applicable Bankruptcy Law or conveyancenot otherwise being void, voidable or unenforceable under any applicable Bankruptcy Law.

Appears in 3 contracts

Sources: Indenture (Trism Inc /De/), Indenture (Trism Inc /De/), Indenture (Trism Inc /De/)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities (including all of its obligations under or with respect to the Credit Agreement and all Interest Swap Obligations and obligations under Currency Agreements) of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.5, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 3 contracts

Sources: Indenture (Davis-Standard CORP), Indenture (Davis-Standard CORP), Indenture (Town Sports International Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal Federal, state or state foreign law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.6, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 3 contracts

Sources: Indenture (Hvide Marine Inc), Indenture (Blue Steel Capital Corp), Indenture (Rti Capital Corp)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof each Holder of the Lenders, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its this Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders Lenders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Debt of such Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.7, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Sources: Senior Subordinated Credit Agreement (Bio Rad Laboratories Inc), Senior Subordinated Credit Agreement (Bio Rad Laboratories Inc)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof hereof, each Holder of the Holders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and and, to the extent permitted by applicable law, after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Sources: Indenture (CitiSteel PA, Inc.), Indenture (CitiSteel PA, Inc.)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, the Trustee, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by Guarantee of such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act federal and state fraudulent conveyance laws or any similar Federal federal, state or state foreign law. To effectuate the foregoing intention, the Holders Holders, the Trustee and such each Guarantor hereby irrevocably agree that the Obligations obligations of such each Guarantor under its Guarantee this Article 11 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07this Article 11, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such a fraudulent transfer or conveyanceconveyance under applicable federal, state or foreign law.

Appears in 2 contracts

Sources: Indenture (Susquehanna Media Co), Indenture (Phoenix Md Realty LLC)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof of a Security, each Holder Securityholder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Federal and state fraudulent conveyance laws or any similar Federal or state lawother legal principles. To effectuate the foregoing intention, the Holders Securityholders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its this Guarantee or pursuant to Section 11.0712.05 hereof, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyanceconveyance under federal or state law.

Appears in 2 contracts

Sources: Indenture (Montgomery Cellular Telephone Co Inc), Indenture (Price Communications Corp)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee this Article 11 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07this Article 11, result in the Obligations obligations of such Guarantor under its the Subsidiary Guarantee of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 2 contracts

Sources: Indenture (Precision Engine Products Corp), Indenture (Day International Group Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of the Lenders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders Lenders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.079.6, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Sources: Senior Bridge Loan Credit Agreement (Equinix Inc), Credit Agreement (Republic Engineered Steels Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Bankruptcy LawUnited States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or of state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under this Fourteenth Supplemental Indenture and its Guarantee shall be limited to the maximum amount as willwhich, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of of, any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07its contribution obligations under this Fourteenth Supplemental Indenture, will result in the Obligations obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Sources: Supplemental Indenture (Kroger Co), Supplemental Indenture (Kroger Co)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the its intention of all such parties that the guarantee by such Guarantor pursuant to its Subsidiary Guarantee is not and shall not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, each of the Holders and such Guarantor Guarantors hereby irrevocably agree agrees that the Obligations of such Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other (contingent and fixed or otherwise) liabilities of each of the Guarantors that are relevant under such Guarantor laws, and after giving effect to any collections from or rights to contribution pursuant to any agreement providing for an equitable contribution among each of the Guarantors and other Affiliates of the Company of payments made by or on behalf of any other Guarantor in respect of the obligations of guarantees by such other Guarantor under its Guarantee or pursuant to Section 11.07parties, result in the Obligations of each of the Guarantors in respect of such Guarantor under its Guarantee maximum amount not constituting such a fraudulent transfer or conveyance.

Appears in 2 contracts

Sources: Note Purchase Agreement (Credit Depot Corp), Credit Agreement (Chattem Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.5, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Sources: Indenture (Propex International Holdings II Inc.), Indenture (Nacg Finance LLC)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of the Holders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Debt of such Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Sources: Indenture (Appliance Warehouse of America Inc), Indenture (Coinmach Corp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee shall not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities (including all of its obligations under or with respect to the Credit Agreement and all Interest Rate Agreements) of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0713.5, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Sources: Indenture (Bally Franchise RSC Inc), Indenture (Bally Franchise RSC Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee this Article Fourteen shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07this Article Fourteen, result in the Obligations obligations of such Guarantor under its the Subsidiary Guarantee of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 2 contracts

Sources: Indenture (Oci Holdings Inc), Indenture (Oci Holdings Inc)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof each Holder of the Lenders, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state lawLaw. To effectuate effect the foregoing intention, the Holders Lenders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.079.5, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Sources: Loan Agreement (Elgar Holdings Inc), Loan Agreement (Formus Communications Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.071505, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Sources: Indenture (Chemtura CORP), Indenture (HomeCare Labs, Inc.)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.5, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 2 contracts

Sources: Indenture (MxEnergy Holdings Inc), Indenture (Ironton Iron Inc)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof hereof, each Holder of the Holders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07SECTION 10.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Mortons Restaurant Group Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder Securityholder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Federal and state fraudulent conveyance laws or any similar Federal or state lawother legal principles. To effectuate the foregoing intention, the Holders Securityholders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to Section 11.0710.05 hereof, result in the Obligations obligations of such Guarantor under its the Subsidiary Guarantee not constituting such fraudulent transfer or conveyanceconveyance under federal or state law.

Appears in 1 contract

Sources: Indenture (National Tobacco Co Lp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Note Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to Section 11.0711.05, result in the Obligations obligations of such Guarantor under its the Note Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (CCH Ii Capital Corp)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, if any, and by its acceptance hereof hereof, each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0711.5, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Omnova Solutions Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Griffiths Pile Driving Inc)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof hereof, each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders each Holder and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.078.5, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Note and Warrant Purchase Agreement (Atlantic Express Transportation Corp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree agrees that the Obligations obligations of such each Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such each Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such each other Guarantor under its Guarantee or pursuant to Section 11.0710.5, result in the Obligations obligations of such each Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Readers Digest Association Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, if any, and by its acceptance hereof each Holder and the Trustee, hereby confirms confirm that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its applicable Guarantee does not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Bankruptcy LawUnited States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders each Holder and such each Guarantor hereby irrevocably agree that the Obligations obligations of such a Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other such Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0711.04, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (GPPW Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.5, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Wolverine Tube Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder and the Trustee, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Bankruptcy LawUnited States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders each Holder and such each Guarantor hereby irrevocably agree that the Obligations obligations of such a Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other such Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.04, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Leap Wireless International Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Unifrax Investment Corp)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof hereof, each Holder of the Holders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal U.S. federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (United Maritime Group, LLC)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Bankruptcy LawUnited States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or of state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under this Seventeenth Supplemental Indenture and its Guarantee shall be limited to the maximum amount as willwhich, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of of, any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07its contribution obligations under this Seventeenth Supplemental Indenture, will result in the Obligations obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Supplemental Indenture (Kroger Co)

Limitation of Guarantor's Liability. Each Guarantor and ----------------------------------- and, by its acceptance hereof hereof, each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawany Federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar Federal or state foreign law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such each Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to subsection (e) of Section 11.0710.1 hereof, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such a fraudulent conveyance or fraudulent transfer under Federal, state or conveyanceforeign law.

Appears in 1 contract

Sources: Indenture (Ak Steel Corp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of the Beneficiaries hereby confirms that it is the intention of all such parties hereto that the guarantee by such Guarantor pursuant to its Guarantee this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawany bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, each of the Holders Beneficiaries and such Guarantor the Guarantors hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee this Guaranty shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07this Guaranty, result in the Obligations obligations of such Guarantor under its Guarantee this Guaranty not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Guaranty (Triarc Companies Inc)

Limitation of Guarantor's Liability. Each The Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its this Guarantee does not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal, state or state lawother applicable law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Holders and such the Guarantor hereby irrevocably agree that the Obligations obligations of such the Guarantor under its this Guarantee shall be limited to the maximum amount as willthat will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07Guarantor, result in the Obligations obligations of such the Guarantor under its this Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Second Supplemental Indenture (Coca-Cola European Partners Us, LLC)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder and the Trustee, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Bankruptcy LawUnited States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders each Holder and such each Guarantor hereby irrevocably agree that the Obligations obligations of such a Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other such Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0711.04, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Falcon Products Inc /De/)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder and the Trustee, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of title 11 of the Bankruptcy LawUnited States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.079.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Stock Purchase Agreement (Telecorp PCS Inc)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof of any benefits hereof, each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee hereto shall not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, each Holder who accepts the Holders and such Guarantor benefits hereof hereby irrevocably agree agrees that the Obligations of such Guarantor obligations under its this Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to (including, without limitation, any collections from or payments made by or on behalf of obligations under any other Guarantor bank credit agreement), result in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07, result in the Obligations of such Guarantor under its this Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Third Supplemental Indenture (Arris Group Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of the Lenders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders Lenders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.079.7, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Senior Secured Credit Agreement (Renaissance Cosmetics Inc /De/)

Limitation of Guarantor's Liability. Each The Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0711.04, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Metlife Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder of the Notes, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawany bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders of the Notes and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07Guarantee, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (Joy Global Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0715.05 hereof, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Subordinated Indenture (Residential Capital Corp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Federal and state fraudulent conveyance laws or any similar Federal or state lawother legal principles. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Note Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to Section 11.0710.05 hereof, result in the Obligations obligations of such Guarantor under its the Note Guarantee not constituting such fraudulent transfer or conveyanceconveyance under federal or state law.

Appears in 1 contract

Sources: Indenture (North Atlantic Trading Co Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms shall confirm that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.. 109 -101-

Appears in 1 contract

Sources: Indenture (Smiths Food & Drug Centers Inc)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof hereof, each Holder of the Holders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy LawCode, the United States Uniform Fraudulent Conveyance Act, the United States Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Altra Industrial Motion, Inc.)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0714.05 hereof, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Gmac Residential Holding Corp.)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by Guarantee of such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act federal and state fraudulent conveyance laws or any similar Federal federal, state or state foreign law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such each Guarantor under its Guarantee this Article 10 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07this Article 10, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such a fraudulent transfer or conveyanceconveyance under applicable federal, state or foreign law.

Appears in 1 contract

Sources: Indenture (Fresh Foods Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of Notes hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders of Notes and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Note Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such 66 other Guarantor under its Note Guarantee or pursuant to Section 11.0710.5, result in the Obligations obligations of such Guarantor under its Note Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Hawk Corp)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof hereof, each Holder of the Holders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.04, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (American Apparel, Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder and the Trustee, hereby confirms confirm that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee does not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Bankruptcy LawUnited States Code, as 82 83 amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders each Holder and such each Guarantor hereby irrevocably agree that the Obligations obligations of such a Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other such Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0711.04, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Scot Inc)

Limitation of Guarantor's Liability. Each Guarantor and each Holder by its acceptance hereof each Holder of a Security hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf (including, but not limited to, the Guarantor Senior Indebtedness of any other Guarantor such Guarantor), result in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07, result in the Obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Aearo CO I)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of the Holders hereby confirms confirm that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Debt of such Guarantor) and after giving effect to any collections from or payments made by -89- or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.6, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Big Flower Digital Services Delaware Inc)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof hereof, each Holder of the Holders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Note Guarantee shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to Section 11.0710.05, result in the Obligations obligations of such Guarantor under its the Note Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Sterling Chemicals Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and each such Guarantor hereby irrevocably agree that the Obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Obligations under the Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0711.6, result in the Obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Hanger Orthopedic Group Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Bankruptcy LawUnited States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or of state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under this Seventh Supplemental Indenture and its Guarantee shall be limited to the maximum amount as willwhich, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of of, any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07its contribution obligations under this Seventh Supplemental Indenture, will result in the Obligations obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Seventh Supplemental Indenture (Kroger Co)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee this Article X shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to this Section 11.0710, result in the Obligations obligations of such Guarantor under its the Subsidiary Guarantee of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (PPC Publishing Corp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and each such Guarantor hereby irrevocably agree that the Obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including any Obligations under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0711.06, result in the Obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Graphic Packaging Corp)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof hereof, each Holder of the Holders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Note Guarantee shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to Section 11.0710.05, result in the Obligations obligations of such Guarantor under its the Note Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Aventine Renewable Energy Holdings Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms confirm that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Federal Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.079.5 hereof, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such a fraudulent transfer conveyance or conveyancefraudulent transfer. This Section 9.4 is for the benefit of the creditors of each Guarantor.

Appears in 1 contract

Sources: First Supplemental Indenture (Comstock Resources Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder and the Trustee, hereby confirms confirm that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its this Guarantee does not constitute a fraudulent transfer or conveyance 96 103 for purposes of title 11 of the Bankruptcy LawUnited States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders each Holder and such each Guarantor hereby irrevocably agree that the Obligations obligations of such a Guarantor under its this Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other such Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0711.05, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Senior Subordinated Indenture (Pasta Group L L C)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawany bankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07Guarantee, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Supplemental Indenture (Joy Global Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder and the Trustee, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee Guarantees not constitute a fraudulent transfer transfers or conveyance conveyances for purposes of Title 11 of the Bankruptcy LawUnited States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such each Guarantor under its Guarantee the Guarantees shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0711.4, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Cott Corp /Cn/)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder Securityholder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Federal and state fraudulent conveyance laws or any similar Federal or state lawother legal principles. To effectuate the foregoing intention, the Holders Securityholders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.05 hereof, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyanceconveyance under federal or state law.

Appears in 1 contract

Sources: Indenture (Spinnaker Industries Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Bankruptcy LawUnited States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or of state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under this Sixteenth Supplemental Indenture and its Guarantee shall be limited to the maximum amount as willwhich, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of of, any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07its contribution obligations under this Sixteenth Supplemental Indenture, will result in the Obligations obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Supplemental Indenture (Kroger Co)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of Notes hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders of Notes and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.5, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Hutchinson Products Corp)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Purchaser, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders Purchasers and such Guarantor hereby irrevocably agree that the Obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.078.5, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Note Exchange and Debenture Agreement (Wolverine Tube Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Guarantor pursuant to its Guarantee will not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Lawbankruptcy law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as willwhich, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of of, any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07its contribution obligations under this Article XIII, will result in the Obligations obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Cbocs Sierra Inc)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Bankruptcy LawUnited States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or of state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under this Eighth Supplemental Indenture and its Guarantee shall be limited to the maximum amount as willwhich, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of of, any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07its contribution obligations under this Eighth Supplemental Indenture, will result in the Obligations obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Eighth Supplemental Indenture (Kroger Co)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of the Lenders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal Federal, state or state foreign law. To effectuate the foregoing intention, the Holders Lenders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07this Agreement, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Senior Secured Credit Agreement (Central European Media Enterprises LTD)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee shall not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities (including all of its obligations under or with respect to the Senior Credit Facility and all Interest Rate Agreements) of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0713.5, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Bally Total Fitness Holding Corp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.6, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Republic Engineered Steels Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the 290 -110- obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07, result in the Obligations of such Guarantor under its Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Securities Purchase Agreement (Uti Corp)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof hereof, each Holder of the Holders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (BRPP LLC)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder and the Trustee, hereby confirms confirm that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its the Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders each Holder and such each Guarantor hereby irrevocably agree that the Obligations obligations of such each Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other such Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0711.06, result in the Obligations obligations of such Guarantor under its Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Cadmus Communications Corp/New)

Limitation of Guarantor's Liability. Each Guarantor Guarantor, and by its acceptance hereof each Holder Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its Guarantee this Article 11 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07this Article 11, result in the Obligations obligations of such Guarantor under its the Guarantee of such Guarantor not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Corporate Express Delivery Systems Air Division Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act Federal and state fraudulent conveyance laws or any similar Federal or state lawother legal principles. To effectuate the foregoing intention, the Holders and such each Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to Section 11.0710.05 hereof, result in the Obligations obligations of such Guarantor under its the Subsidiary Guarantee not constituting such fraudulent transfer or conveyanceconveyance under federal or state law.

Appears in 1 contract

Sources: Indenture (North Atlantic Trading Co Inc)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.05, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Walbro Corp)

Limitation of Guarantor's Liability. Each Guarantor and and, by its acceptance hereof hereof, each Holder of the Holders hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Note Guarantee shall be limited to the maximum amount as willshall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to Section 11.0710.04, result in the Obligations obligations of such Guarantor under its the Note Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Green Field Energy Services, Inc.)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.07Guarantee, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Nb Finance Corp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of the Lenders hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders Lenders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Indebtedness of such Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.6, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Senior Subordinated Credit Agreement (T Sf Communications Corp)

Limitation of Guarantor's Liability. Each Guarantor and by its acceptance hereof each Holder of the Holders hereby confirms confirm that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and such Guarantor hereby irrevocably agree that the Obligations obligations of such Guarantor under its the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 11.0710.6, result in the Obligations obligations of such Guarantor under its the Guarantee not constituting such a fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Webcraft LLC)