Fraudulent Transfer Limitation. If, in any action to enforce this Guaranty, any court of competent jurisdiction determines that enforcement against any Guarantor for the full amount of the Guaranteed Obligations is not lawful under or would be subject to avoidance under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any applicable provision of any comparable law of any state or other jurisdiction, the liability of such Guarantor under this Guaranty shall be limited to the maximum amount lawful and not subject to such avoidance.
Fraudulent Transfer Limitation. Each Guarantor represents and warrants that, on the date it becomes bound as a Guarantor hereunder and after giving effect to the liability incurred by it under this Agreement and the rights granted to it in Article IV, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following such date. If, notwithstanding the foregoing, enforcement of the liability of any Guarantor under this Agreement for the full amount of the Guaranteed Obligations would be an unlawful or voidable transfer under any applicable fraudulent conveyance or fraudulent transfer law or any comparable law, then the liability of such Guarantor hereunder shall be reduced to the highest amount for which such liability may then be enforced without giving rise to an unlawful or voidable transfer under any such law.
Fraudulent Transfer Limitation. Anything in this Guaranty Agreement to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable provisions of comparable Law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to other Loan Parties or Affiliates of other Loan Parties to the extent that such indebtedness would be discharged in an amount equal to the amount paid or property conveyed by such Guarantor under the Loan Documents) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation or contribution of such Guarantor pursuant to (a) applicable Law or (b) any agreement providing for an equitable allocation among such Guarantor and other Loan Parties of obligations arising under the Loan Documents.
Fraudulent Transfer Limitation. If, in any action to enforce this Guaranty of Payment or any proceeding to allow or adjudicate a claim under this Guaranty of Payment, a court of competent jurisdiction determines that enforcement of this Guaranty of Payment against any Credit Party for the full amount of the Obligations is not lawful under, and would be subject to avoidance under, Section 548 of the Bankruptcy Code or any applicable provision of comparable state law, the liability of such Credit Party shall be limited to the maximum amount lawful and not subject to avoidance under such law.
Fraudulent Transfer Limitation. After giving effect to this Guarantee and the Guarantee Inducement and Offset Agreement, each Guarantor represents and warrants that it is "Solvent" (as defined in the Loan Agreement), and notwithstanding any provision herein contained to the contrary, each Guarantor's liability under this Guarantee shall be limited to an amount not to exceed as of any date of determination the amount which could be claimed by Foothill from such Guarantor under this Guarantee without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or any similar statute in any jurisdiction relating to fraudulent transfers or fraudulent conveyances.
Fraudulent Transfer Limitation. 6 ARTICLE III. SUBORDINATION.................................................6
Fraudulent Transfer Limitation. 5 ARTICLE III. SUBORDINATION ......................................................................6
Fraudulent Transfer Limitation. 78 14.6 Contribution Among Guarantors....................................78 14.7 Future Guarantors................................................78 14.8 Joint and Several Obligation.....................................78 14.9 No Waiver........................................................79
Fraudulent Transfer Limitation. If, in any action to enforce this Guaranty, any court of competent jurisdiction determines that enforcement against NSE for the full amount of the Guaranteed Obligations is not lawful under or would be subject to avoidance under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code or any applicable provision of any comparable law of any state or other jurisdiction, the liability of NSE under this Guaranty shall be limited to the maximum amount lawful and not subject to such avoidance.
Fraudulent Transfer Limitation. 29 7.9 Contribution among Subsidiary Guarantors .................... 29 7.10
