Common use of Limitation on Guarantors’ Liability Clause in Contracts

Limitation on Guarantors’ Liability. Notwithstanding the provisions of Section 1 hereof or anything else to the contrary in this Guaranty, Guarantor's liability under this Guaranty for the Obligations shall not exceed the sum of the following (collectively, the "Guaranteed Liability Amount"): (a) the lesser of (i) FOUR MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($4,250,000.00); or (ii) fifty percent (50%) of all Obligations representing principal outstanding at the time of demand by Bank under this Guaranty (the "Principal Amount") without reduction for any payments with respect to the Obligations received by Bank after such demand from any source other than a Guarantor hereunder including, without limitation, any payments from Borrower or any other guarantor of the Obligations or derived from any collateral securing the Obligations; (b) all interest, fees and like charges owing and allocable to the Principal Amount as reasonably determined by Bank; and (c) without allocation in respect of the Principal Amount, all costs, attorneys' fees and expenses of Bank relating to or arising out of the enforcement of the Obligations and all indemnity liabilities of Guarantor under this Guaranty; provided however, that Guarantors' liability for all costs, fees, expenses and indemnity liabilities specified in the preceding clause (c) shall terminate upon receipt by Bank from Guarantors of the full Guaranteed Liability Amount. The foregoing limitation applies only to Guarantor's liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty previously, concurrently or hereafter given to Bank by Guarantor is independent of this Guaranty and of every other such guaranty. Without notice to Guarantor, Bank may apply or reapply any amounts received in respect of the Obligations from any source other than from Guarantor to that portion of the Obligations not included with the Guaranteed Liability Amount.

Limitation on Guarantors’ Liability. Notwithstanding It is the provisions intention of Section 1 hereof Lender and each Guarantor that the guaranty and obligations of such Guarantor under the Agreement not constitute a fraudulent transfer or anything else conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law to the contrary extent applicable to Agreement and the obligations of such Guarantor thereunder. The obligations of each Guarantor under the Agreement shall be limited to the maximum amount as will result in this the obligations of such Guarantor under the Agreement not constituting a fraudulent transfer or conveyance. Nature/Revocation/Reinstatement of Guaranty. The guaranty provided by each Guarantor is continuing and covers the Loan and all obligations of Borrower to Lender, Guarantor's liability including those arising under this Guaranty for successive transactions which continue or increase such obligations from time to time, renew all or part of such obligations after they have been satisfied, or create new obligations. The guaranty provided by such Guarantor is a guaranty of payment and not of collection. Revocation by one or more Guarantors of the Obligations Agreement shall not exceed the sum of the following (collectively, the "Guaranteed Liability Amount"): (a) affect the lesser obligations under the Agreement of a non-revoking Guarantor, (ib) FOUR MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($4,250,000.00); apply to obligations outstanding when Lender receives written notice of revocation, or to any extensions, renewals, readvances, modifications, amendments or replacements of such obligations or (iic) fifty percent (50%) apply to obligations arising after Lender receives such notice of all Obligations representing principal outstanding revocation and created pursuant to a commitment existing at the time of demand by Bank under this Guaranty (the "Principal Amount") without reduction for any payments revocation, whether or not there exists an unsatisfied condition to such commitment or Lender has another defense to its performance. All of Lender’s rights pursuant to the Agreement continue with respect to amounts previously paid to Lender on account of any obligations which are thereafter restored or returned by Lender, whether in an insolvency proceeding of Borrower or for any other reason, all as though such amounts had not been paid to Lender; and each Guarantor’s liability under the Obligations received Agreement (and all its terms and provisions) shall be reinstated and revived, notwithstanding any surrender or cancellation of the Agreement. If any insolvency proceeding is commenced by Bank after such demand from any source other than a Guarantor hereunder including, without limitation, any payments from or against Borrower or any other guarantor of the Obligations or derived from any collateral securing the Obligations; (b) all interest, fees and like charges owing and allocable to the Principal Amount as reasonably determined by Bank; and (c) without allocation in respect of the Principal Amount, all costs, attorneys' fees and expenses of Bank relating to or arising out of the enforcement of the Obligations and all indemnity liabilities of Guarantor under this Guaranty; provided however, that Guarantors' liability for all costs, fees, expenses and indemnity liabilities specified in the preceding clause (c) shall terminate upon receipt by Bank from Guarantors of the full Guaranteed Liability Amount. The foregoing limitation applies only to Guarantor's liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty previously, concurrently or hereafter given to Bank by Guarantor is independent of this Guaranty and of every other such guaranty. Without notice to Guarantor, Bank may apply at Lender’s election, any Guarantor’s obligations under the Agreement shall immediately and without notice or reapply any amounts received in respect of the Obligations from any source other than from Guarantor to that portion of the Obligations demand become due and payable, whether or not included with the Guaranteed Liability Amountthen otherwise due and payable.

Limitation on Guarantors’ Liability. Notwithstanding the provisions of Section 1 hereof or anything else to the contrary in Although this Continuing Guaranty (this “Guaranty”) covers all Obligations, each Guarantor's liability under this Guaranty for the Borrower's Obligations shall not exceed at any one time the sum of the following (collectively, the "Guaranteed Guarantied Liability Amount"): (a) the lesser of (i) FOUR MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS Thirty Million Dollars ($4,250,000.00); or (ii30,000,000) fifty percent (50%) of all for Obligations representing principal outstanding at owing in connection with the time of demand by Bank under this Guaranty Term Loan (the "Principal Amount") without reduction for any payments with respect to the Obligations received by Bank after such demand from any source other than a Guarantor hereunder including), without limitation, any payments from Borrower or any other guarantor of the Obligations or derived from any collateral securing the Obligations; (b) all interest, fees and like charges owing and allocable to the Principal Amount as reasonably determined by Bank; , (c) all amounts owing to Bank under any interest rate swap or similar agreement heretofore or hereafter entered into between Borrower and Bank relating to the Term Loan, and (cd) without allocation in respect of the Principal Amount, Amount all costs, reasonable attorneys' fees fees, and expenses of Bank relating to or arising out of the enforcement of the Obligations and all indemnity liabilities of each Guarantor under this Guaranty; provided however, that Guarantors' liability for all costs, fees, expenses and indemnity liabilities specified in the preceding clause (c) shall terminate upon receipt by Bank from Guarantors of the full Guaranteed Liability Amount. The foregoing limitation applies only to Guarantor's Guarantors’ liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty of any Obligations previously, concurrently concurrently, or hereafter given to Bank by any Guarantor is independent of this Guaranty and of every other such guaranty. Without notice to any Guarantor, Bank may permit the Obligations to exceed the Principal Amount and may apply or reapply any amounts received in respect of the Obligations from any source other than from a Guarantor to that portion of the Obligations not included with within the Guaranteed Guarantied Liability Amount.

Limitation on Guarantors’ Liability. Notwithstanding Each Guarantor and, by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantees not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state laws to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of the Guarantors under the Note Guarantees and this Article 11 shall be limited to the maximum amounts as will, after giving effect to such maximum amount and all other contingent and fixed liabilities including, without limitation, liabilities under the New Credit Facility or guarantees of the New Credit Facility, of the Guarantors that are relevant under such laws (specifically excluding however, any liabilities of the undersigned (x) in respect of intercompany indebtedness to the Company or other affiliates of the Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by the undersigned hereunder and (y) under any guarantee of subordinated indebtedness which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which liability of the undersigned hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of Section 1 hereof the Fraudulent Transfer Laws) of any rights of subrogation, reimbursement, indemnification or anything else contribution of the undersigned pursuant to applicable law or pursuant to the contrary in this Guaranty, Guarantor's liability terms of any agreement (including any such right of contribution under this Guaranty for the Obligations shall not exceed the sum of the following paragraph). The undersigned desire to allocate among themselves (collectively, the "Guaranteed Liability AmountContributing Guarantors"): (a) the lesser of (i) FOUR MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($4,250,000.00); or (ii) fifty percent (50%) of all Obligations representing principal outstanding at the time of demand by Bank , in a fair and equitable manner, their obligations arising under this Guaranty Guarantee. Accordingly, in the event any payment or distribution is made on any date by any of the undersigned under this Guarantee (the a "Principal AmountFunding Guarantor") without reduction for any payments with respect that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall be entitled to the Obligations received by Bank after such demand a contribution from any source other than a Guarantor hereunder including, without limitation, any payments from Borrower or any other guarantor each of the Obligations or derived from any collateral securing the Obligations; (b) all interest, fees and like charges owing and allocable to the Principal Amount as reasonably determined by Bank; and (c) without allocation in respect of the Principal Amount, all costs, attorneys' fees and expenses of Bank relating to or arising out of the enforcement of the Obligations and all indemnity liabilities of Guarantor under this Guaranty; provided however, that Guarantors' liability for all costs, fees, expenses and indemnity liabilities specified other Contributing Guarantors in the preceding clause (c) shall terminate upon receipt by Bank from Guarantors amount of the full Guaranteed Liability Amount. The foregoing limitation applies only to such other Contributing Guarantor's liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty previously, concurrently or hereafter given to Bank by Guarantor is independent Fair Share Shortfall (as defined below) as of this Guaranty and of every other such guaranty. Without notice to Guarantor, Bank may apply or reapply any amounts received in respect of the Obligations from any source other than from Guarantor to that portion of the Obligations not included date with the Guaranteed Liability Amount.result that all such contributions will cause each Contributing Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of such date. "

Limitation on Guarantors’ Liability. Notwithstanding the provisions of Section 1 hereof or anything else to the contrary in this Guaranty, Guarantor's liability under this Guaranty for the Obligations shall not exceed the sum of the following (collectively, the "Guaranteed Liability Amount"): (a) the lesser of (i) FOUR ONE MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($4,250,000.001,000,000.00); or (ii) fifty percent (50%) of all Obligations representing principal outstanding at the time of demand by Bank under this Guaranty (the "Principal Amount") without reduction for any payments with respect to the Obligations received by Bank after such demand from any source other than a Guarantor hereunder including, without limitation, any payments from Borrower or any other guarantor of the Obligations or derived from any collateral securing the Obligations; (b) all interest, fees and like charges owing and allocable to the Principal Amount as reasonably determined by Bank; and (c) without allocation in respect of the Principal Amount, all costs, attorneys' fees and expenses of Bank relating to or arising out of the enforcement of the Obligations and all indemnity liabilities of Guarantor under this Guaranty; provided however, that Guarantors' liability for all costs, fees, expenses and indemnity liabilities specified in the preceding clause (c) shall terminate upon receipt by Bank from Guarantors of the full Guaranteed Liability Amount. The foregoing limitation applies only to Guarantor's liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty previously, concurrently or hereafter given to Bank by Guarantor is independent of this Guaranty and of every other such guaranty. Without notice to Guarantor, Bank may apply or reapply any amounts received in respect of the Obligations from any source other than from Guarantor to that portion of the Obligations not included with the Guaranteed Liability Amount.

Limitation on Guarantors’ Liability. Notwithstanding the provisions of Section 1 hereof or anything else to the contrary in this Guaranty, Guarantor's liability under this Guaranty for the Obligations obligations shall not exceed the sum of the following (collectively, the "Guaranteed Liability Amount"): (a) the lesser of (i) FOUR MILLION EIGHT HUNDRED TWENTY THOUSAND TWO HUNDRED FIFTY THOUSAND SEVENTY FIVE AND NO/100 DOLLARS ($4,250,000.004,820,275.00); or (ii) fifty percent (50%) of all Obligations obligations representing principal outstanding at the time of demand by Bank under this Guaranty (the "Principal Amount") without reduction for any payments with respect to the Obligations received by Bank after such demand from any source other than a Guarantor hereunder including, without limitation, any payments from Borrower or any other guarantor of the Obligations or derived from any collateral securing the Obligations; (b) all interest, fees and like charges owing and allocable to the Principal Amount as reasonably determined by Bank; and (c) without allocation in respect of the Principal Amount, all costs, attorneys' fees and expenses of Bank relating to or arising out of the enforcement of the Obligations and all indemnity liabilities of Guarantor under this Guaranty; provided however, that Guarantors' liability for all costs, fees, expenses and indemnity liabilities specified in the preceding clause (c) shall terminate upon receipt by Bank from Guarantors of the full Guaranteed Liability Amount. The foregoing limitation applies only to Guarantor's liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty previously, concurrently or hereafter given to Bank by Guarantor is independent of this Guaranty and of every other such guarantyGuaranty. Without notice to Guarantor, Bank may apply or reapply any amounts received in respect of the Obligations from any source other than from Guarantor to that portion of the Obligations obligations not included with the Guaranteed Liability Amount.