Common use of Guarantee Limitations Clause in Contracts

Guarantee Limitations. Anything contained in this clause 17 to the contrary notwithstanding, the obligations of each US Obligor under this clause 17 shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such US Obligor's obligations under this clause 17 subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the US Bankruptcy Code or any applicable provisions of comparable law of one or more of the states comprising the United States of America (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such US Obligor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such US Obligor (a) in respect of intercompany indebtedness to any Group Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such US Obligor hereunder and (b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to obligations of the Obligors outstanding under this agreement, which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such US Obligor 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 the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such US Obligor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such US Obligor and other affiliates of the Borrowers of obligations arising under this clause 17 by such parties.

Guarantee Limitations. Anything contained (a) The guarantee given by a Guarantor under this Clause 19 does not apply to any liability to the extent that it would result in that Guarantor breaching any applicable law and/or regulation (including any financial assistance laws) and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor. (b) Any term or provision of this Clause 19 or any other term in this clause 17 to the contrary Agreement or any Finance Document notwithstanding, the maximum aggregate amount of the obligations of each US Obligor for which any Guarantor shall be liable under this clause 17 Agreement or any other Finance Document shall be limited to a maximum aggregate in no event exceed an amount equal to the greatest largest amount that would not render such US Obligor's Guarantor’s obligations under this clause 17 Agreement or any Finance Document subject to avoidance as a under applicable United States federal or state fraudulent transfer transfer, fraudulent conveyance or conveyance under Section 548 similar laws. (c) Any term or provision of the US Bankruptcy Code this Clause 19 or any applicable provisions other term in this Agreement or any Finance Document notwithstanding, no Guarantor (other than any Qualified ECP Guarantor) shall be liable for any Excluded Swap Obligation. (d) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Guarantor to honor all of comparable law of one or more of the states comprising the United States of America (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such US Obligor, contingent or otherwise, that are relevant its obligations under the Fraudulent Transfer Laws Finance Documents in respect of Swap Obligations (specifically excludingprovided, however, any liabilities that each Qualified ECP Guarantor shall only be liable under this paragraph (d) for the maximum amount of such US Obligor (a) in respect of intercompany indebtedness liability that can be hereby incurred without rendering its obligations under this Clause 19, or otherwise under the Finance Documents, voidable under applicable United States federal or state law relating to fraudulent conveyance or fraudulent transfer, and not for any Group Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such US Obligor hereunder and (b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to greater amount). The obligations of the Obligors outstanding each Qualified ECP Guarantor under this agreement, which guarantee contains a limitation paragraph (d) shall remain in full force and effect until the Senior Discharge Date (as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such US Obligor hereunder is included defined in the liabilities taken into account in determining such maximum amountIntercreditor Agreement). Each Qualified ECP Guarantor intends that this paragraph (d) constitute, and after giving effect as assets this paragraph (d) shall be deemed to constitute, a “keepwell, support, or other agreement” for the value (as determined under the applicable provisions benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Fraudulent Transfer LawsCommodity Exchange Act. (e) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such US Obligor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such US Obligor and other affiliates of the Borrowers of obligations arising under In this clause 17 by such parties.Agreement:

Guarantee Limitations. Anything contained in this clause 17 15 to the contrary notwithstanding, the obligations of each US Obligor under this clause 17 15 shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such US Obligor's obligations under this clause 17 15 subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the US Bankruptcy Code or any applicable provisions of comparable law of one or more of the states comprising the United States of America (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such US Obligor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such US Obligor (a) in respect of intercompany indebtedness to any Group Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such US Obligor hereunder and (b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to obligations of the Obligors outstanding under this agreement, which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such US Obligor 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 the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such US Obligor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such US Obligor and other affiliates of the Borrowers Borrower of obligations arising under this clause 17 15 by such parties.

Guarantee Limitations. Anything contained (a) This guarantee does not apply to any liability to the extent that it would result in this clause 17 guarantee constituting unlawful financial assistance within the meaning of section 44 or 45 of the South African Companies Act, and (in the case of Aegis Outsourcing South Africa (Pty) Ltd.) shall be subject to the contrary notwithstandingthe approval of the Financial Surveillance Department of the South African Reserve Bank being obtained, pursuant to Clause 23.35(a)(iii)(C) (Conditions subsequent)). (b) Notwithstanding any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document, each Finance Party agrees that on and from the date that Startek Philippines accedes to this Agreement as a Guarantor, the obligations liability of each US Obligor Startek Philippines under this clause 17 Clause 19 shall be limited to a maximum aggregate amount equal to US$17,600,000.00 (or its equivalent in another currency). (c) US Guarantor Guarantee Limitations: (i) Notwithstanding any term or provision of this Clause 19 or any other term in this Agreement or any Finance Document, each Finance Party agrees that the greatest US Guarantor's liability under this Clause 19, without the requirement of amendment or any other formality, be limited to a maximum aggregate amount equal to the largest amount that would not render such US Obligor's obligations under this clause 17 its liability hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the US United States Bankruptcy Code or any applicable provisions provision of comparable law of one or more of the states comprising the United States of America (collectively, the "Fraudulent Transfer Laws")state law, in each case after giving effect to all other liabilities of such US ObligorGuarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such US Obligor (a) in respect of intercompany indebtedness to any Group Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such US Obligor hereunder and (b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to obligations of the Obligors outstanding under this agreement, which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such US Obligor 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 the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity indemnification or similar right contribution of such US Obligor Guarantor pursuant to (i) applicable law or pursuant to the terms of any agreement. (ii) any agreement providing for an equitable allocation among such The US Obligor and other affiliates Guarantor acknowledges that: (A) it will receive valuable direct or indirect benefits as a result of the Borrowers transactions financed by the Finance Documents; and (B) those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any fraudulent transfer law. (iii) The US Guarantor represents and warrants to each Finance Party that: (A) the aggregate amount of its debts (including its obligations arising under the Finance Documents) is less than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets; (B) its capital is not unreasonably small to carry on its business as it is being conducted; (C) it has not incurred and does not intend to incur debts beyond its ability to pay as they mature; and (D) it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors. For purposes of the foregoing, the amount of contingent liabilities have been computed as the amount that, in light of all the facts and circumstances existing on the date this clause 17 by such partiesrepresentation and warranty is made, can reasonably be expected to become an actual or matured liability. (iv) Each representation and warranty in this paragraph (c) is deemed to be repeated by: (A) each Additional Guarantor on the date that Additional Guarantor becomes a US Guarantor; and (B) the US Guarantor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period; and (C) is, when repeated, applied to the circumstances existing at the time of repetition.

Guarantee Limitations. Anything contained in (a) Each of the parties to this clause 17 to Agreement hereby confirms that it is the contrary notwithstanding, intention of all such persons that the obligations of each US Obligor Guarantor organised under this clause 17 shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such US Obligor's obligations under this clause 17 subject to avoidance as a fraudulent transfer or conveyance under Section 548 laws of the US Bankruptcy Code or any applicable provisions state of comparable law of one or more of the states comprising the United States of America (collectivelya “U.S. Guarantor”) under this Clause 18 (Guarantees) do not constitute a fraudulent transfer or conveyance for the purposes of any proceeding of the type referred to in Clause 17.1(f), (g), (h), (i), (j) or (k) (Events of Default) or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors, the "United States Uniform Fraudulent Conveyance Act, the United States Uniform Fraudulent Transfer Laws")Act or any similar foreign, in each case after giving effect to all other liabilities of such US Obligor, contingent federal or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such US Obligor (a) in respect of intercompany indebtedness to any Group Company state law to the extent that such indebtedness would be discharged in an amount equal applicable to the obligations of a U.S. Guarantor under this Clause 18 (Guarantees). To effect the foregoing intention, the Facility Agent, the Arranger Group, the Banks and the Guarantors hereby irrevocably agree that the obligations of each U.S. Guarantor at any time shall be limited to the maximum amount paid by as will result in the obligations of such US Obligor hereunder and U.S. Guarantor under this Clause 18 (Guarantees) not constituting a fraudulent transfer or conveyance. (b) The liability of each Guarantor incorporated under the laws of Luxembourg under this Clause 18 (Guarantee) and under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to obligations of the Obligors outstanding under this agreement, which guarantee contains a limitation as to maximum amount similar to that set forth indemnities contained elsewhere in this paragraph, pursuant to which the liability of such US Obligor 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 the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such US Obligor pursuant to Agreement: (i) applicable law shall not include any obligation which, if incurred, would constitute the provision of financial assistance (as defined in article 49-6 of the Luxembourg Company Act of 10th August, 1915, as amended), whether directly or indirectly, for the subscription for, or the acquisition or the refinancing of the acquisition of, its own shares; and (ii) shall be limited, at any agreement providing for time, to an equitable allocation among such US Obligor and other affiliates aggregate amount not exceeding the greater of: (A) the Luxembourg Guarantor’s net worth (“capitaux propres”) (as referred to in article 214 of the Borrowers Luxembourg Company Act of 10th August, 1915, as amended) as reflected in its then most recent annual accounts approved at a general meeting of its shareholders; and (B) the Luxembourg Guarantor’s net worth (“capitaux propres”) (as referred to in article 214 of the Luxembourg Company Act of 10th August, 1915, as amended) immediately following Completion. For the avoidance of doubt, the obligations arising and liabilities of each Guarantor under this clause 17 by such partiesClause 18 (Guarantee) shall include a guarantee of the liabilities to the Security Agent as joint creditor together with each of the other Senior Finance Parties under Clause 19.13 (Security Agent as Joint and Several Creditor and Representative) of the Intercreditor Agreement.

Guarantee Limitations. Anything contained (a) The guarantee given by a Guarantor under this Clause 19 does not apply to any liability to the extent that it would result in that Guarantor breaching any applicable law and/or regulation (including any financial assistance laws) and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor. (b) Any term or provision of this Clause 19 or any other term in this clause 17 to the contrary Agreement or any Finance Document notwithstanding, the maximum aggregate amount of the obligations of each US Obligor for which any Guarantor shall be liable under this clause 17 Agreement or any other Finance Document shall be limited to a maximum aggregate in no event exceed an amount equal to the greatest largest amount that would not render such US Obligor's Guarantor’s obligations under this clause 17 Agreement or any Finance Document subject to avoidance as a under applicable United States federal or state fraudulent transfer transfer, fraudulent conveyance or conveyance under Section 548 similar laws. (c) Any term or provision of the US Bankruptcy Code this Clause 19 or any applicable provisions other term in this Agreement or any Finance Document notwithstanding, no Guarantor (other than any Qualified ECP Guarantor) shall be liable for any Excluded Swap Obligation. (d) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Guarantor to honour all of comparable law of one or more of the states comprising the United States of America (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such US Obligor, contingent or otherwise, that are relevant its obligations under the Fraudulent Transfer Laws Finance Documents in respect of Swap Obligations (specifically excludingprovided, however, any liabilities that each Qualified ECP Guarantor shall only be liable under this paragraph (d) for the maximum amount of such US Obligor (a) in respect of intercompany indebtedness liability that can be hereby incurred without rendering its obligations under this Clause 19, or otherwise under the Finance Documents, voidable under applicable United States federal or state law relating to fraudulent conveyance or fraudulent transfer, and not for any Group Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such US Obligor hereunder and (b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to greater amount). The obligations of the Obligors outstanding each Qualified ECP Guarantor under this agreement, which guarantee contains a limitation paragraph (d) shall remain in full force and effect until the Senior Discharge Date (as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such US Obligor hereunder is included defined in the liabilities taken into account in determining such maximum amountIntercreditor Agreement). Each Qualified ECP Guarantor intends that this paragraph (d) constitute, and after giving effect as assets this paragraph (d) shall be deemed to constitute, a “keepwell, support, or other agreement” for the value (as determined under the applicable provisions benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Fraudulent Transfer LawsCommodity Exchange Act. (e) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such US Obligor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such US Obligor and other affiliates of the Borrowers of obligations arising under In this clause 17 by such parties.Agreement: