Common use of Limitation; Insolvency Laws Clause in Contracts

Limitation; Insolvency Laws. As used in this Section: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, 11 U. S. C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Guaranty or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance securing this Guaranty, in whole or in part. Notwithstanding any other provision of this Guaranty, if, in any proceeding, a court of competent jurisdiction determines that this Guaranty or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, this Guaranty and each such Specified Lien shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Agent or any Lender on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the Guarantors. This Section is intended solely to reserve the rights of the Agent hereunder against the Guarantors in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the Guarantors, the Borrower, any other guarantor of the Obligations nor any Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, 11 U. S. C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Guaranty or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance securing this Guaranty, in whole or in part. Notwithstanding any other provision hereof, the obligation of the Guarantor on this Guaranty, if, Guaranty is limited to the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors without this Guaranty being held to be avoidable or unenforceable. The Guarantor acknowledges and agrees that Obligations may be created and continued in any proceedingamount, without affecting or impairing the liability of the Guarantor hereunder, and the Banks may pay (or allow for the payment of) Obligations out of any sums received by or available to the Banks on account of Obligations from the Borrower or any other Person (except the Guarantor), from the properties of the Borrower or such other Persons, out of collateral security or from any other source and such payment (or allowance) shall not reduce, affect or impair the liability of the Guarantor hereunder. The liability of the Guarantor shall be a court continuing liability and shall not be affected by (nor shall anything herein contained be deemed a limitation upon) the amount of competent jurisdiction determines credit which may be extended to the Borrower, the number of transactions with the Borrower, repayments by the Borrower, or the allocation by the Banks of repayments by the Borrower, it being the understanding of the Guarantor that the Guarantor's liability shall continue hereunder so long as there are any Obligations outstanding and until the expiration of the obligations, if any, of the Bank to extend credit accommodations to the Borrower. Any payment made by the Guarantor hereunder shall be effective to reduce or discharge such liability only if accompanied by a written transmittal document, received by the Agent, advising the Banks that such payment is made under this Guaranty or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, this Guaranty and each such Specified Lien shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceabilitypurpose. To the extent that any payment to, or realization by, the Agent or any Lender Banks on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the GuarantorsGuarantor. This Section is intended solely to reserve preserve the rights of the Agent Banks hereunder against the Guarantors in such proceeding to the maximum extent permitted by Applicable Insolvency Laws Guarantor and neither the GuarantorsGuarantor, the Borrower, any other guarantor of the Obligations nor any Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceedingapplicable insolvency laws.

Limitation; Insolvency Laws. As used in this Section: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any State, province, nation or other governmental unit relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, 11 U. S. C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Guaranty or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance securing this Guaranty, in whole or in part. Notwithstanding any other provision hereof, the obligation of the Guarantor on this Guaranty, if, Guaranty is limited to the amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors without this Guaranty being held to be avoidable or unenforceable. The Guarantor acknowledges and agrees that Obligations may be created and continued in any proceedingamount, without affecting or impairing the liability of the Guarantor hereunder, and the Banks may pay (or allow for the payment of) Obligations out of any sums received by or available to the Banks on account of Obligations from the Borrowers or any other Person (except the Guarantor), from the properties of the Borrowers or such other Persons, out of collateral security or from any other source and such payment (or allowance) shall not reduce, affect or impair the liability of the Guarantor hereunder. The liability of the Guarantor shall be a court continuing liability and shall not be affected by (nor shall anything herein contained be deemed a limitation upon) the amount of competent jurisdiction determines credit which may be extended to the Borrowers, the number of transactions with the Borrowers, repayments by the Borrowers, or the allocation by the Banks of repayments by the Borrowers, it being the understanding of the Guarantor that the Guarantor's liability shall continue hereunder so long as there are any Obligations outstanding and until the expiration of the obligations, if any, of the Bank to extend credit accommodations to the Borrowers. Any payment made by the Guarantor hereunder shall be effective to reduce or discharge such liability only if accompanied by a written transmittal document, received by the Agent, advising the Banks that such payment is made under this Guaranty or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, this Guaranty and each such Specified Lien shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceabilitypurpose. To the extent that any payment to, or realization by, the Agent or any Lender Banks on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the GuarantorsGuarantor. This Section is intended solely to reserve preserve the rights of the Agent Banks hereunder against the Guarantors in such proceeding to the maximum extent permitted by Applicable Insolvency Laws Guarantor and neither the GuarantorsGuarantor, the BorrowerBorrowers, any other guarantor of the Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceedingapplicable insolvency laws.

Limitation; Insolvency Laws. As used in this SectionSection 7.10: (a) the term “Applicable Insolvency Laws” means the laws of the United States of America or of any Statestate, province, nation or other governmental unit relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, 11 U. S. C. §547, §548, §550 and other “avoidance” provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Guaranty Agreement against any Borrower, or any Specified Lien is in issue; and (b) “Specified Lien” means any security interest, mortgage, lien or encumbrance Lien granted by any Borrower securing this Guarantythe Credit Obligations, in whole or in part. Notwithstanding any other provision of this GuarantyAgreement, if, in any proceeding, a court of competent jurisdiction determines that with respect to any Borrower, this Guaranty Agreement or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, this Guaranty Agreement and each such Specified Lien shall be valid and enforceable against such Borrower, only to the maximum extent that would not cause this Guaranty Agreement or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Lenders or the Agent or any Lender on the guaranteed Credit Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Guaranty Agreement as limited shall in all events remain in full force and effect and be fully enforceable against the Guarantorssuch Borrower. This Section is intended solely to reserve the rights of the Lenders and the Agent hereunder against the Guarantors each Borrower, in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the GuarantorsBorrowers, the Borrower, any Guarantor or any other guarantor of the Credit Obligations nor any other Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: (a) the term “"Applicable Insolvency Laws” " means the laws of the United States of America or of any State, province, nation or other governmental unit relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, 11 U. S. C. §Section 547, §Section 548, §Section 550 and other “"avoidance” " provisions of Title 11 of the United Stated Code) as applicable in any proceeding in which the validity and/or enforceability of this Guaranty or any Specified Lien is in issue; and (b) “"Specified Lien” " means any security interest, mortgage, lien or encumbrance securing this Guaranty, in whole or in part. Notwithstanding any other provision of this Guaranty, if, in any proceeding, a court of competent jurisdiction determines that this Guaranty or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable by reason of Applicable Insolvency Laws, this Guaranty and each such Specified Lien shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Agent or any Lender the Banks on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Guaranty as limited shall in all events remain in full force and effect and be fully enforceable against the GuarantorsGuarantor. This Section is intended solely to reserve the rights of the Agent and the Banks hereunder against the Guarantors Guarantor in such proceeding to the maximum extent permitted by Applicable Insolvency Laws and neither the GuarantorsGuarantor, the Borrower, any other guarantor of the Obligations nor any Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceeding.

Limitation; Insolvency Laws. As used in this Section: (a) the term “"Applicable Insolvency Laws” " means the laws of the United States of America or of any State, province, nation state or other governmental unit relating to bankruptcy, reorganization, arrangement, adjustment of debts, relief of debtors, dissolution, insolvency, fraudulent transfers or conveyances or other similar laws (including, without limitation, 11 U. S. C. §547, §U.S.C. ss. 548, §ss. 550 and other “"avoidance” " provisions of Title 11 of the United Stated States Code) as applicable in any proceeding in which the validity and/or enforceability of this Guaranty the Loan Documents or any Specified Lien is in issue; and (b) “"Specified Lien” " means any security interest, mortgage, lien or encumbrance securing this Guarantythe Obligations, in whole or in part. Notwithstanding any other provision of this GuarantyAgreement, if, in any proceedingproceeding against the Borrower, a court of competent jurisdiction determines that this Guaranty the Obligations or any Specified Lien would, but for the operation of this Section, be subject to avoidance and/or recovery or be unenforceable against the Borrower by reason of Applicable Insolvency Laws, this Guaranty the Obligations and each such Specified Lien shall be valid and enforceable only to the maximum extent that would not cause this Guaranty or the Obligations and such Specified Lien to be subject to avoidance, recovery or unenforceability. To the extent that any payment to, or realization by, the Agent or any Lender Bank on the guaranteed Obligations exceeds the limitations of this Section and is otherwise subject to avoidance and recovery in any such proceeding, the amount subject to avoidance shall in all events be limited to the amount by which such actual payment or realization exceeds such limitation, and this Guaranty the Obligations as limited shall in all events remain in full force and effect and be fully enforceable against the GuarantorsBorrower. This Section is intended solely to reserve the rights of the Agent Bank hereunder against the Guarantors Borrower in such proceeding proceedings to the maximum extent permitted by Applicable Insolvency Laws and neither the Guarantors, the Borrower, any other guarantor of the Obligations Borrower nor any Person shall have any right, claim or defense under this Section that would not otherwise be available under Applicable Insolvency Laws in such proceedingproceedings. If the Obligations or any Specified Lien are subject to avoidance or recovery, or are unenforceable, with respect to the Borrower by reason of Applicable Insolvency Laws, or if the validity and enforceability of the Obligations or any Specified Lien are limited with respect to the Borrower pursuant to this Section 7.6, such avoidance, recovery, unenforceability or limitation shall not affect the validity or enforceability of the Obligations or any Specified Lien with respect to any other Loan Party .