Limitation on Guarantees Sample Clauses
The Limitation on Guarantees clause restricts the scope and extent of any guarantees provided under an agreement. Typically, this clause clarifies that only certain guarantees are being made, often excluding implied warranties or limiting the duration and coverage of any express guarantees. For example, it may specify that the provider does not guarantee uninterrupted service or that guarantees only apply to specific products. Its core function is to manage expectations and allocate risk by preventing parties from assuming broader or unintended guarantees beyond those explicitly stated in the contract.
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Limitation on Guarantees. (a) The Issuer will not permit any of its Wholly Owned Domestic Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Domestic Subsidiaries if such non-Wholly Owned Domestic Subsidiaries Guarantee other capital markets debt securities of the Issuer or any Restricted Subsidiary or Guarantee all or a portion of the ABL Facility Agreement or Guarantee any other long-term Indebtedness for borrowed money of the Issuer or any of its Restricted Subsidiaries with an aggregate outstanding principal amount of $150,000,000 or more), other than a Guarantor or a Receivables Subsidiary, to Guarantee the payment of (i) any capital markets debt securities, (ii) any Indebtedness under the ABL Facility Agreement or (iii) any other long-term Indebtedness for borrowed money with an aggregate outstanding principal amount of $150,000,000 or more, in each case of the Issuer or any Guarantor, unless:
(1) such Restricted Subsidiary within 30 days (i) executes and delivers a supplemental indenture to this Indenture providing for a senior Guarantee by such Restricted Subsidiary, except that with respect to a Guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee, any such Guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Note Guarantee and (ii) executes and delivers a supplement or joinder to the Notes Collateral Documents or new Notes Collateral Documents and takes all actions required thereunder to perfect the Liens created thereunder;
(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee until payment in full of Obligations under this Indenture; and
(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel stating that:
(i) such Guarantee has been duly executed and authorized; and
(ii) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or s...
Limitation on Guarantees. The Company will not permit any Restricted Subsidiary to, directly, or indirectly, incur or assume any guarantee of any Indebtedness of any other entity, unless such Restricted Subsidiary is already a Credit Party or contemporaneously therewith, effective provision is made to guarantee the Finance Obligations equally and ratably with (or on a senior secured basis to, if applicable) such other Indebtedness for so long as such other Indebtedness is so guaranteed. Any guarantee required to be given under this Section 9.15 shall be pursuant to the Guaranty or another similar agreement in form and substance satisfactory to the Collateral Agent.
Limitation on Guarantees. The Borrowers shall not create, incur, assume or suffer to exist any Guarantees (provided that acting as a co-borrower with respect to credit facilities entered into as the ordinary course of business shall not be deemed Guarantees.)
Limitation on Guarantees. The Seller shall not create, incur, assume or suffer to exist any Guarantees.
Limitation on Guarantees. (a) The obligations of each Guarantor under its Guarantee will 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 its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance, fraudulent transfer, voidable preference, a transaction under value or unlawful financial assistance or otherwise cause the Guarantor to be in breach of applicable capital preservation rules under relevant law or such Guarantee to be void, unenforceable or ultra ▇▇▇▇▇ or cause the directors or members of the supervisory board or analogous board or body of such Guarantor to be in breach of, or liable under, applicable corporate or commercial law.
Limitation on Guarantees. Neither the Seller nor the Guarantor shall create, incur, assume or suffer to exist any Guarantees except (i) to the extent reflected in the Seller’s or the Guarantor’s financial statements or notes thereto and (ii) to the extent the aggregate Guarantees do not exceed $250,000 in the case of the Seller.
Limitation on Guarantees. All waivers and agreements under this Article II are made by each Guarantor in its capacity as a guarantor of the Obligations, and do not apply to any rights any Guarantor may hold directly by virtue of its status as a Borrower or as a Grantor, subject to any waivers or agreements given in its capacity as a Borrower or Grantor, as applicable.
Limitation on Guarantees. No Borrower shall create, incur, assume or suffer to exist any additional Guarantee at any time when, after giving effect to such Guarantee, such Borrower shall have defaulted in any of its obligations under Sections 7.14, 7.15 or 7.17 hereof.
Limitation on Guarantees. Neither the Borrower nor any of ------------------------ its Subsidiaries shall Guarantee any Debt of any Person or Persons in excess of $100,000.00 in the aggregate at any time.
Limitation on Guarantees. The Company will not permit any Restricted Subsidiary, directly or indirectly, to assume, guarantee or in any other manner become liable with respect to the payment of any Indebtedness of the Company, unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a guarantee of the payment of the Securities by such Restricted Subsidiary; provided, however, in the case of such Restricted Subsidiary's assumption, guarantee, or other liability with respect to Subordinated Indebtedness, such guarantee, assumption or other liability shall be subordinated to such Restricted Subsidiary's guarantee of the Securities to at least the extent that such Subordinated Indebtedness is subordinated to the Securities; and provided, further, that the provisions of this paragraph shall not be applicable to any guarantee, assumption or other liability with respect to the payment of any Indebtedness of the Company by any Restricted Subsidiary (a) in existence on the date of this Indenture, (b) to the extent such Indebtedness of the Company could be Incurred by such Restricted Subsidiary as Permitted Restricted Subsidiary Indebtedness, or (c) that (x) existed at the time such person became a Restricted Subsidiary of the Company and (y) was not Incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary. Notwithstanding the foregoing, any such guarantee of the Securities by a Restricted Subsidiary shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the release or discharge of such guarantee of such Indebtedness, other than a release or discharge by, or as a result of, any payment under such guarantee by such Restricted Subsidiary.