Common use of Limitation on Subsidiary Guarantor Liability Clause in Contracts

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor and, by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee does not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each Subsidiary Guarantor that are relevant under such laws, result in the obligations of such Subsidiary Guarantor under this Subsidiary Guarantee to not constitute a fraudulent transfer or conveyance.

Appears in 5 contracts

Sources: Indenture (Earthlink Inc), Indenture (PAETEC Holding Corp.), Indenture (PAETEC Holding Corp.)

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Guarantee of such Subsidiary Guarantee does Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as willwhich, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor that are relevant in respect of the obligations of such other Subsidiary Guarantor under such lawsits Guarantee or pursuant to its contribution obligations under this Article Ten, will result in the obligations of such Subsidiary Guarantor under this Subsidiary its Guarantee to not constitute constituting a fraudulent conveyance or fraudulent transfer under Federal or conveyancestate law.

Appears in 5 contracts

Sources: Indenture (Goodrich Petroleum Corp), Supplemental Indenture (Goodrich Petroleum Corp), Indenture (Goodrich Petroleum Corp)

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of NotesSecurities, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does Guaranty of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal Federal or state law to the extent applicable to any Subsidiary GuaranteeGuaranty. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor Guarantors hereby irrevocably agree that the obligations Obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten 10 shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor that are relevant under such lawslaws 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 this Article 10, result in the obligations Obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to Guaranty not constitute constituting a fraudulent transfer or conveyanceconveyance under Federal or state law.

Appears in 3 contracts

Sources: Senior Subordinated Indenture (TOUSA Investment #1, Inc.), Senior Indenture (TOUSA Investment #1, Inc.), Subordinated Indenture (TOUSA Investment #1, Inc.)

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, by executing and delivering such supplemental indenture, shall confirm, and by its acceptance of Notes, each HolderHolder hereby confirms, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, Trustee and the Holders hereby irrevocably agree and each Subsidiary Guarantor hereby Guarantor, by executing and delivering such supplemental indenture, shall irrevocably agree that the obligations of each such Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each such Subsidiary Guarantor that are relevant under such laws, result in the obligations of such Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Appears in 2 contracts

Sources: Indenture (Medco Health Solutions Inc), Indenture (Medco Health Solutions Inc)

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of the Subsidiary Guarantors not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, the U.S. Uniform Fraudulent Conveyance Act, the U.S. Uniform Fraudulent Transfer Act or any similar U.S. federal or state law or other applicable law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each Subsidiary Guarantor that are relevant under such laws, result in the obligations of such each Subsidiary Guarantor under this its Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Greif Inc)

Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor and, by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this Subsidiary Guarantee does not constitute a fraudulent transfer or conveyance for purposes of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall be limited to the maximum amount as willshall, after giving effect to such maximum amount and all other contingent and fixed liabilities of each Subsidiary Guarantor that are relevant under such laws, result in the obligations of such Subsidiary Guarantor under this Subsidiary Guarantee to not constitute a fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Earthlink Inc)

Limitation on Subsidiary Guarantor Liability. Each The Subsidiary Guarantor andGuarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that this the Subsidiary Guarantee does of the Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of United States Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any the Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each the Subsidiary Guarantor hereby irrevocably agree that the obligations of each the Subsidiary Guarantor under this Subsidiary Guarantee and this Article Ten shall will be limited to the maximum amount as that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of each the Subsidiary Guarantor that are relevant under such laws, result in the obligations of such the Subsidiary Guarantor under this the Subsidiary Guarantee to not constitute constituting a fraudulent transfer or conveyance.

Appears in 1 contract

Sources: Indenture (Jamf Holding Corp.)