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

Limitation of Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof each Holder 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 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 Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary 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 Subsidiary 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 11.5, result in the obligations of such Subsidiary Guarantor under the Guarantee not constituting such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Subsidiary 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 Guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Lawtitle 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such each Subsidiary 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 Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to Section 11.511.05, result in the obligations of such Subsidiary Guarantor under the its Guarantee not constituting such a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Subsidiary 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 Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Lawtitle 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders and such Subsidiary each Guarantor hereby irrevocably agree that the obligations of such Subsidiary 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 Subsidiary Guarantor (including any Guarantor Senior Indebtedness Incurred after the Issue Date) 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 11.511.05, result in the obligations of such Subsidiary Guarantor under the its Guarantee not constituting such a fraudulent transfer or conveyanceconveyance under Federal or State law.

Limitation of Guarantor's Liability. Each Subsidiary 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 guaran- tee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Lawtitle 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Trans- fer Act or any similar federal U.S. Federal or state or other applicable law. To effectuate ef- fectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably irrev- ocably agree that the obligations of such Subsidiary 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 Subsidiary 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 11.511.05, result in the obligations of such Subsidiary Guarantor under the Guarantee not constituting such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Subsidiary 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 Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Lawtitle 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders and such Subsidiary each Guarantor hereby irrevocably agree that the obligations of such Subsidiary 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 Subsidiary Guarantor (including any Guarantor Senior Indebtedness Incurred after the Issue Date) 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 11.5subsection 19(e), result in the obligations of such Subsidiary Guarantor under the its Guarantee not constituting such a fraudulent transfer or conveyanceconveyance under Federal or State law.

Limitation of Guarantor's Liability. Each Subsidiary 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 Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of 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 Subsidiary Guarantor hereby irrevocably agree that the obligations Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Obligations under the New 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 Subsidiary Guarantee or pursuant to Section 11.511.6, result in the obligations Obligations of such Subsidiary Guarantor under the its Subsidiary Guarantee not constituting such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Subsidiary 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 Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of 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 Subsidiary Guarantor hereby irrevocably agree that the obligations Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Obligations under the New 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 Subsidiary Guarantee or pursuant to Section 11.510.6, result in the obligations Obligations of such Subsidiary Guarantor under the its Subsidiary Guarantee not constituting such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Subsidiary 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 Guarantee by such Subsidiary Guarantor pursuant to its Affiliate Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy LawTitle 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such each Subsidiary Guarantor under its Affiliate Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Affiliate Guarantee or pursuant to Section 11.56.05, result in the obligations of such Subsidiary Guarantor under the its Affiliate Guarantee not constituting such a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Subsidiary 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 guaran- tee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Lawtitle 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Trans- fer Act or any similar federal U.S. Federal or state or other applicable law. To effectuate ef- fectuate the foregoing intention, the Holders and such Subsidiary Guarantor hereby irrevocably irrev- ocably agree that the obligations of such Subsidiary 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 Subsidiary 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 11.510.05, result in the obligations of such Subsidiary Guarantor under the Guarantee not constituting such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Subsidiary Guarantor Guarantor, and by its acceptance hereof each Holder the Lender, hereby confirms that it is the intention of all such parties that the guarantee Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any the Federal 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 Lender and such Subsidiary each Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary 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 11.59(d) hereof, result in the obligations of such Subsidiary Guarantor under the its Subsidiary Guarantee not constituting such a fraudulent transfer conveyance or conveyancefraudulent transfer. This Section 9(c) is for the benefit of the creditors of each Guarantor.

Limitation of Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof of the Notes, each Holder hereby confirms that it is the intention of all such parties that the guarantee by Subsidiary Guarantee of such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any the Federal Bankruptcy LawCode, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state lawlaw or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Trustee, the Holders and such Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as willthat will not, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to Section 11.5Subsidiary Guarantee, result in the obligations of such Subsidiary Guarantor under the its Subsidiary Guarantee not constituting such a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Subsidiary 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 Guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Lawtitle 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such each Subsidiary 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 Subsidiary Guarantor and and, after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to Section 11.510.05, result in the obligations of such Subsidiary Guarantor under the its Guarantee not constituting such a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Subsidiary 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 Guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Lawtitle 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders and such each Subsidiary Guarantor hereby irrevocably agree that the obligations of such each Subsidiary 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 Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to Section 11.510.05, result in the obligations of such Subsidiary Guarantor under the its Guarantee not constituting such a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Subsidiary 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 Subsidiary Guarantor pursuant to its Guarantee Guaranty not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Lawtitle 11 of the United 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 Subsidiary each Guarantor hereby irrevocably agree that the obligations of such Subsidiary each Guarantor under its Guarantee Guaranty shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including any Senior Indebtedness incurred after the Issue Date) 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 Guaranty or pursuant to Section 11.511.05, result in the obligations of such Subsidiary Guarantor under the Guarantee its Guaranty not constituting such a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Subsidiary 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 Subsidiary Guarantor pursuant to its each Senior Subordinated Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy LawTitle 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders and such Subsidiary each Guarantor hereby irrevocably agree that the obligations of such Subsidiary each Guarantor under its each Senior Subordinated Note Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary 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 11.511.4, result in the obligations of such Subsidiary Guarantor under the Guarantee not constituting such a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Subsidiary 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 Subsidiary Guarantor pursuant to its each Senior Discount Note Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy LawTitle 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders and such Subsidiary each Guarantor hereby irrevocably agree that the obligations of such Subsidiary each Guarantor under its each Senior Discount Note Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary 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 11.510.4, result in the obligations of such Subsidiary Guarantor under the Guarantee not constituting such a fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Subsidiary Guarantor and by its acceptance hereof of a Note each Holder hereby confirms that it is the intention of all such parties that the guarantee Subsidiary Guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee does not constitute a fraudulent transfer or conveyance for purposes of any 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 Subsidiary Guarantor hereby irrevocably agree that the obligations of such Subsidiary Guarantor under its Guarantee the Subsidiary Guarantees shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary 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 the Subsidiary Guarantees or pursuant to Section 11.511.06, result in the obligations of such Subsidiary Guarantor under the Guarantee Subsidiary Guarantees not constituting such fraudulent transfer or conveyance.

Limitation of Guarantor's Liability. Each Subsidiary 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 Subsidiary Guarantor pursuant to its Guarantee Guarantees not constitute a fraudulent transfer transfers or conveyance conveyances for purposes of any Bankruptcy LawTitle 11 of the United States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal U.S. Federal or state or other applicable law. To effectuate the foregoing intention, the Holders and such Subsidiary each Guarantor hereby irrevocably agree that the obligations of such Subsidiary each Guarantor under its Guarantee the Subsidiary Guarantees shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary 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 11.511.4, result in the obligations of such Subsidiary Guarantor under the Guarantee not constituting such a fraudulent transfer or conveyance.