Common use of Limitation of Guarantor's Liability Clause in Contracts

Limitation of Guarantor's Liability. The Guarantor, and by its acceptance hereof, each Lender, hereby confirms that it is the intention of the parties hereto that this Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or State law. To effectuate the foregoing intention, the Lenders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Article X shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of the Guarantor, result in the obligations of the Guarantor under the Guarantee not constituting a fraudulent transfer or conveyance under federal or state law.

Appears in 9 contracts

Samples: Credit Agreement (Pepsi Bottling Group Inc), Credit Agreement (Bottling Group LLC), Credit Agreement (Pepsi Bottling Group Inc)

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Limitation of Guarantor's Liability. The Guarantor, Guarantor and by its acceptance hereof, hereof each Lender, hereby Holder confirms that it is the intention of all such parties that the parties hereto that this Guarantee does not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or State lawstate law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Lenders Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Article X the Guarantee shall be limited to the maximum amount as willthat will not, after giving effect to all other contingent and fixed liabilities of the Guarantor, Guarantor result in the obligations of the Guarantor under the Guarantee not constituting a such fraudulent transfer or conveyance under federal or state lawconveyance.

Appears in 5 contracts

Samples: Indenture (American Axle & Manufacturing Holdings Inc), Indenture (American Axle & Manufacturing Holdings Inc), Albemarle Holdings II Corp

Limitation of Guarantor's Liability. The Guarantor, and by its acceptance hereof, each LenderHolder, hereby confirms that it is the intention of both parties that the parties hereto that this Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or State law. To effectuate the foregoing intention, the Lenders Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Article X Eleven shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of the Guarantor, result in the obligations of the Guarantor under the Guarantee not constituting a fraudulent transfer or conveyance under federal or state law.

Appears in 2 contracts

Samples: Assumption Agreement (Pepsi Bottling Group Inc), Pepsi Bottling Group Inc

Limitation of Guarantor's Liability. The Guarantor, Guarantor and by its acceptance hereof, hereof each Lender, hereby Holder confirms that it is the intention of the all such parties hereto that this Guarantee does not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or State lawstate law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Lenders Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Article X Guarantee shall be limited to the maximum amount as willthat will not, after giving effect to all other contingent and fixed liabilities of the Guarantor, result in the obligations of the Guarantor under the this Guarantee not constituting a such fraudulent transfer or conveyance under federal or state lawconveyance.

Appears in 2 contracts

Samples: Albemarle Corp, Albemarle Corp

Limitation of Guarantor's Liability. The Guarantor, and by its acceptance hereof, each Lender, hereby confirms that it is the intention of the parties hereto that this Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or State state law. To effectuate the foregoing intention, the Lenders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Article X shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of the Guarantor, result in the obligations of the Guarantor under the Guarantee not constituting a fraudulent transfer or conveyance under federal or state law.

Appears in 1 contract

Samples: Pepsi Bottling Group Inc

Limitation of Guarantor's Liability. The Guarantor, Each Guarantor and by its acceptance hereof, hereof each Lender, of the Lenders hereby confirms that it is the intention of all such parties that the parties hereto that this guarantee by a Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or State state law. To effectuate the foregoing intention, the Lenders and the each Guarantor hereby irrevocably agree that the obligations of the such Guarantor under this Article X the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of the Guarantor, will result in the obligations of the such Guarantor under the Guarantee not constituting a such fraudulent transfer or conveyance under federal or state lawconveyance.

Appears in 1 contract

Samples: Credit Agreement (Mutual Risk Management LTD)

Limitation of Guarantor's Liability. The Guarantor, Guarantor and ----------------------------------- by its acceptance hereof, hereof each Lender, of the Lenders hereby confirms that it is the intention of all such parties that the parties hereto that this guarantee by the Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or State state law. To effectuate the foregoing intention, the Lenders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Article X the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of the Guarantor, will result in the obligations of the Guarantor under the Guarantee not constituting a such fraudulent transfer or conveyance under federal or state lawconveyance.

Appears in 1 contract

Samples: Credit Agreement (Mutual Risk Management LTD)

Limitation of Guarantor's Liability. The Guarantor, Guarantor and by its acceptance hereof, hereof each Lender, of the Holders hereby confirms confirm that it is the intention of all such parties that the parties hereto that this guarantee by the Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or State state law. To effectuate the foregoing intention, the Lenders Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Article X the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of the Guarantor, Guarantor result in the obligations of the Guarantor under the Guarantee not constituting a such fraudulent transfer or conveyance under federal or state lawconveyance.

Appears in 1 contract

Samples: Novink (World Color Press Inc.)

Limitation of Guarantor's Liability. The Guarantor, and by its acceptance hereof, each Lender, hereby confirms that it is the intention of the parties hereto that this Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or State law. To effectuate the foregoing intention, the Lenders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Article X shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of the Guarantor, result in the obligations of the Guarantor under the Guarantee not constituting a fraudulent transfer or conveyance under federal or state law.. 364-Day Credit Agreement

Appears in 1 contract

Samples: Credit Agreement (Bottling Group LLC)

Limitation of Guarantor's Liability. The GuarantorGuarantor and, and by its acceptance of any benefits hereof, each Lender, Holder hereby confirms that it is the intention of all such parties that the parties guarantee by Guarantor pursuant hereto that this Guarantee shall not constitute a fraudulent transfer or conveyance for purposes of the any Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or State state law. To effectuate the foregoing intention, each Holder who accepts the Lenders and the Guarantor benefits hereof hereby irrevocably agree agrees that the obligations of the Guarantor under this Article X Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of the GuarantorGuarantor (including, without limitation, any obligations under any bank credit agreement), result in the obligations of the such Guarantor under the this Guarantee not constituting a such fraudulent transfer or conveyance under federal or state lawconveyance.

Appears in 1 contract

Samples: Arris Group Inc

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Limitation of Guarantor's Liability. The Guarantor, Guarantor and by its acceptance hereof, hereof each Lender, Holder hereby confirms that it is the intention of all such parties that the parties hereto that this guarantee by the Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Codeany federal, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act state or any similar Federal or State foreign law. To effectuate the foregoing intention, the Lenders Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Article X its Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of the Guarantor, result in the obligations of the Guarantor under the its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or conveyance under federal or state foreign law.

Appears in 1 contract

Samples: Northern Border Partners Lp

Limitation of Guarantor's Liability. The Guarantor, and by its acceptance hereof, hereof each LenderHolder, hereby confirms that it is the intention of all such parties that the parties hereto that this Guarantee not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the Bankruptcy United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal or State lawstate law to the extent applicable to the Guarantor. To effectuate the foregoing intention, the Lenders Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Article X Indenture and the Guarantee shall be limited to the maximum aggregate amount as willwhich, after giving effect to all other contingent and fixed liabilities of the Guarantor, will result in the obligations of the Guarantor under the Guarantee not constituting a such fraudulent transfer or conveyance under federal or state lawconveyance.

Appears in 1 contract

Samples: Indenture (Maiden Holdings North America, Ltd.)

Limitation of Guarantor's Liability. The Guarantor, Each Guarantor and each Holder by its acceptance hereof, each Lender, of a Security hereby confirms that it is the intention of all such parties that the parties hereto that this guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or State state law. To effectuate the foregoing intention, the Lenders Holders and the each Guarantor hereby irrevocably agree that the obligations of the such Guarantor under this Article X the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but not limited to, the Guarantor Senior Indebtedness of such Guarantor), result in the obligations of the such Guarantor under the Guarantee not constituting a such fraudulent transfer or conveyance under federal or state lawconveyance.

Appears in 1 contract

Samples: Aearo CO I

Limitation of Guarantor's Liability. The Guarantor, Guarantor and by its acceptance hereof, hereof each Lender, hereby Holder confirms that it is the intention of the all such parties hereto that this Guarantee does not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal federal, state or State lawother applicable law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Lenders Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Article X Guarantee shall be limited to the maximum amount as willthat will not, after giving effect to all other contingent and fixed liabilities of the Guarantor, result in the obligations of the Guarantor under the this Guarantee not constituting a such fraudulent transfer or conveyance under federal or state lawconveyance.

Appears in 1 contract

Samples: Second Supplemental Indenture (Coca-Cola European Partners Us, LLC)

Limitation of Guarantor's Liability. The Guarantor, and by its acceptance hereof, each LenderHolder, hereby confirms that it is the intention of both parties that the parties hereto that this Guarantee not constitute a fraudulent transfer or conveyance convey- ance for purposes of the Bankruptcy CodeLaw, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or State law. To effectuate the foregoing intention, the Lenders Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Article X Eleven shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of the Guarantor, result in the obligations of the Guarantor under the Guarantee not constituting a fraudulent transfer or conveyance under federal or state law.

Appears in 1 contract

Samples: Pepsi Bottling Group Inc

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