Limitation on Guarantee Sample Clauses

Limitation on Guarantee. Notwithstanding any other provision of this Supplemental Indenture, the Guarantee granted by the New Subordinated Guarantor shall not be granted if it would be void as a result of a violation of the prohibition on financial assistance as contained in Articles 2:98c and 2:207c Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction and all provisions hereof will be construed accordingly.

Limitation on Guarantee. In any Insolvency Proceeding or any action or proceeding involving any corporate or other organizational law, if the Guarantor’s obligations hereunder would, taking into account any of the Guarantor’s rights to contribution, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability hereunder, then notwithstanding any other provision hereof to the contrary, the amount of such liability is automatically limited and reduced, without any further action by the Guarantor, the Secured Parties or any other Person, to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Limitation on Guarantee. (a) The New Senior Note Guarantor shall not be liable to pay any amount to the extent that any liability or obligation under the Guarantee would result in a violation of, or give rise to directors’ personal liability (with respect to the New Senior Note Guarantor or its shareholders) under, mandatory German capital maintenance rules (Kapitalerhaltunsgvorschriften) pursuant to German company law, in particular Sections 30 et seq. and Section 64 of the German Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections 57, 71 and 71a of the German Stock Corporation Act (Aktiengesetz) (the “German Capital Maintenance Rules”). To the extent that any liability or obligation of the New Senior Note Guarantor under the Guarantee violates or contradicts German Capital Maintenance Rules or gives rise to directors’ personal liability, such liability or obligation shall be deemed replaced by a liability or obligation of a similar nature compliant with German Capital Maintenance Rules, which provides the best possible result (within the limits of German Capital Maintenance Rules) in favour of the Holders and the Trustee and their respective successors and assigns. (b) The Guarantee shall further not be enforced to the extent that the New Senior Note Guarantor demonstrates in reasonable detail that such enforcement would lead to a breach of the duty of care owing by its shareholders to it (Gebot der Rücksichtnahme auf die Eigenbelange der Gesellschaft) and/or of the prohibition of insolvency-causing intervention (Verbot des existenzvernichtenden Eingriffs), as developed by the recent jurisdiction (in particular BGH II ZR 178/99 Bremer “V▇▇▇▇▇”, BGH ZR 196/00 and BGH II ZR 300/00 “KBV” and BGH II ZR 3/04 “Trihotel”) of the Federal Supreme Court (Bundesgerichtshof), caused for example, as far as this would be within the scope of the cited court rulings, if the entering into the Guarantee or its enforcement results in the illiquidity (Zahlungsunfähigkeit) of the New Senior Note Guarantor. (c) The Trustee shall be obliged to retransfer proceeds from any enforcement of the Guarantee to the extent the New Senior Note Guarantor demonstrates in reasonable detail that the enforcement was excluded pursuant to paragraphs (a) or (b) above.

Limitation on Guarantee. Late charges of any kind including default charges and default interest will not be covered by the guarantee.

Limitation on Guarantee. If under any applicable law (including without limitation state and Federal fraudulent transfer laws) the obligations of any Guarantor under Section 2.01 would otherwise be held or determined to be void, invalid or unenforceable or if the claims of the Lenders in respect of such obligations would be subordinated to the claims of any other creditors on account of such Guarantor’s liability under Section 2.01, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by the Guarantors, any Lender, the Administrative Agent or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. Each Guarantor agrees and acknowledges that it has obtained and will continue to obtain working capital and loans needed for its operations from Borrower, and Borrower will obtain funds to provide and lend to the Guarantors from the Lenders under the Credit Agreement and each Guarantor agrees and acknowledges that it is receiving reasonably equivalent value in the form of (i) the substantial advances being made to such Guarantor through Borrower under the Credit Agreement for its ongoing operations and (ii) the direct and indirect benefits as the result of the availability of the aforementioned credit facilities to Borrower, as the result of financial or business support which will be provided to the Guarantors by Borrower.

Limitation on Guarantee. Notwithstanding any other provision of this Supplemental Indenture, the Guarantee granted by the New Subordinated Guarantor shall be limited so that the maximum amount payable by the New Subordinated Guarantor under its guarantee obligation and its obligations under (i) Section 10.01 of the credit agreement (the “Credit Agreement”) dated 5 November 2009 and entered into between ▇▇▇▇▇▇▇▇ Group Holdings Inc., ▇▇▇▇▇▇▇▇ Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KGaA, Closure Systems International Holdings Inc., Closure Systems International B.V. and SIG Austria Holding GmbH as borrowers, ▇▇▇▇▇▇▇▇ Group Holdings Limited, the lenders from time to time party thereto and Credit Suisse AG, as administrative agent, as amended by an amendment agreement dated 21 January 2010, and as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, (ii) the Senior Secured Note Indenture (as defined in the Credit Agreement) and (iii) the Senior Unsecured Note Indenture (as defined in the Credit Agreement), shall be limited to an aggregate amount not exceeding the higher of ninety percent (90%) of: (a) the New Senior Note Guarantor’s own funds (capitaux propres), as referred to in article 34 of the Luxembourg law dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings (the “2002 Law”) as at the date of demand of payment under this Agreement (b) the New Senior Note Guarantor’s own funds (capitaux propres) as referred to in article 34 of the 2002 Law as at the date of this Agreement The obligations and liabilities of the New Senior Note Guarantor under this guarantee shall not include any obligation which, if incurred, would constitute a misuse of corporate assets as defined under Article 171 — 1 of the Luxembourg Company Act of 10 August 1915 or a breach of managers’ duties and/or mismanagement.

Limitation on Guarantee. Notwithstanding any other provision of this Supplemental Indenture, the Guarantee granted by the New Senior Note Guarantor shall be limited so that the maximum amount payable by the New Senior Note Guarantor under its guarantee obligation shall at no time exceed the Maximum Amount.

Limitation on Guarantee. Notwithstanding any other provision of this Supplemental Indenture, the Guarantee granted by the New Subordinated Guarantor shall be limited so that the maximum amount payable by the New Subordinated Guarantor under its guarantee obligation shall at no time exceed the Maximum Amount.

Limitation on Guarantee. In any proceeding involving any state corporate law or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of the Obligors under Section 2.01 would otherwise be held or determined to be void, invalid or unenforceable or if the claims of the Holders in respect of such obligations would be subordinated to the claims of any other creditors on account of the Obligors' liability under Section 2.01, then, notwithstanding any other provision of this Agreement to the contrary, the amount of such liability shall, without any further action by the Obligors, the Holders or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.