Limitation on Guarantee Obligations Sample Clauses
The Limitation on Guarantee Obligations clause restricts the extent to which a guarantor is responsible for fulfilling the obligations of another party under a contract. Typically, this clause sets a maximum financial cap or limits the types of obligations covered by the guarantee, such as excluding indirect or consequential liabilities. Its core function is to protect the guarantor from unlimited or unforeseen liabilities, thereby providing certainty and managing risk exposure in contractual relationships.
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except:
(a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(d);
(b) Guarantee Obligations for performance, appeal, judgment, replevin and similar bonds, or suretyship arrangements, all in the ordinary course of business;
(c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.11(iv) or similar agreements by the Borrower;
(d) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holding, the Borrower or any of their respective Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business or (iii) for any other purpose and, in the case of this clause (iii), in an aggregate principal amount (as to Holding and all its Subsidiaries) of up to $1,000,000 outstanding at any time;
(e) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business;
(f) obligations of the Borrower and its Subsidiaries under Permitted Hedging Arrangements, including obligations of the Borrower under any Interest Rate Protection Agreements relating to Indebtedness of the Borrower under this Agreement,
(g) guarantees made by the Borrower or any of its Subsidiaries of obligations of the Borrower or any of its Subsidiaries, which obligations are otherwise permitted under this Agreement, provided that guarantees by any Loan Party of obligations of any Subsidiary that is not a Loan Party shall be subject to the limitations set forth in subsection 8.9(f)(i);
(h) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value;
(i) accommodation guarantees for the benefit of trade creditors of the Borrower or any of its Subsidiaries in the ordinary cou...
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any material Guarantee Obligation of the Borrower or any of its Subsidiaries, except as may occur in the ordinary course of the Borrower’s or such Subsidiary’s business and which is not otherwise prohibited by any Requirements of Law.
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation ex- cept (subject to subsection 6.1(f) and (g)):
(a) Guarantee Obligations of the Borrower in exi- ▇▇▇▇▇▇ on the date of this Agreement and listed on Schedule V;
(b) Guarantee Obligations incurred in the ordinary course of its business by the Borrower and its Restricted Subsidiaries (other than the Special Purpose Subsidiaries) in respect of Indebtedness and other obligations and liabilities of the Borrower and its Restricted Subsidiaries (other than any Special Purpose Subsidiary) not prohibited by this Agreement;
(c) Guarantee Obligations in respect of the undrawn portion of the face amount of letters of credit issued for the account of the Borrower or any Restricted Subsidiary (other than the Special Purpose Subsidiaries) in the ordinary course of business in respect of obligations that do not constitute Indebtedness;
(d) the Guarantees; and
(e) additional Guarantee Obligations of the Borrower and its Restricted Subsidiaries (other than the Special Purpose Subsidiaries) not exceeding $50,000,000 in the aggregate at any time outstanding; provided that neither the Borrower nor any Restricted Subsidiary shall be permitted to create, incur or assume any of the Guarantee Obligations referred to in paragraphs (c) and (e) of this subsection unless, after giving effect thereto, the Borrower would be in Pro Forma Compliance.
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any material Guarantee Obligation of such Borrower, except as may occur in the ordinary course of such Borrower’s business and which is not otherwise prohibited by any Requirement of Law. In no event may a Mauritius Parent Borrower or Cayman Parent Borrower create, incur, assume or suffer to exist any material Guarantee Obligation in respect of the Indebtedness of any of their respective Subsidiaries.
Limitation on Guarantee Obligations. Become or remain liable, directly or contingently, in connection with any Indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or repurchase, agreement to supply or advance funds or otherwise other than under or as contemplated by any Transaction Documents.
Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate or partnership law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 6.1 hereof would otherwise, taking into account the provisions of Section 6.7 hereof, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under said Section 6.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Lender, any Agent or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist any Guarantee Obligation except (i) reimbursement obligations under Section 3.5 of this Agreement, (ii) Guarantee Obligations incurred in the ordinary course of business with respect to surety, performance bonds and other substantially similar obligations, and (iii) Guarantee Obligations that are in existence on the date hereof and listed on Schedule 8.4 attached hereto.
Limitation on Guarantee Obligations. Borrower shall not create, incur, assume or suffer to exist any Guarantee Obligations except (a) in the ordinary course or for (i) product warranties; or (ii) return or replacement guaranties and similar assurances made by Borrower with respect to products sold to customers in the ordinary course of business and in accordance with its past practices; or (b) as do not exceed $25,000 in aggregate.
Limitation on Guarantee Obligations. Create, incur, assume or suffer to exist, and shall not permit any Subsidiary to create, incur, assume or suffer to exist, any Guarantee Obligation except:
(a) guarantees of obligations to third parties made in the ordinary course of business in connection with relocation of employees of the Borrower or any of its Subsidiaries;
(b) Guarantee Obligations existing on the date hereof and described in Schedule 6.6;
(c) Guarantee Obligations which by their terms (either mandatorily or at the unfettered option of the Borrower) are payable solely in Capital Stock (other than Mandatory Redeemable Stock) of the Borrower provided that the Borrower agrees to cause any payment under any such outstanding obligation to be made only in such Capital Stock; and
(d) Guaranteed Obligations permitted pursuant to Section 6.10, 6.8(k)(y) or 6.8(k)(z), or issued in connection with Indebtedness permitted pursuant to Section 6.10 so long as such Guaranteed Obligations are not secured by the assets of the Borrower or any of its Subsidiaries (except to the extent that the Indebtedness being guaranteed is permitted to be secured by the assets of the Borrower or any of its Subsidiaries).
Limitation on Guarantee Obligations. 74 14.4 Limitation on Fundamental Changes....................................... 75 14.5 Limitation on Sale of Assets............................................ 76 14.6