Common use of Limitation on Guarantors’ Liability Clause in Contracts

Limitation on Guarantors’ Liability. Notwithstanding the provisions of Section 1 hereof or anything else to the contrary in this Guaranty, Guarantor's liability under this Guaranty for the Obligations shall not exceed the sum of the following (collectively, the "Guaranteed Liability Amount"): (a) the lesser of (i) ONE MILLION AND NO/100 DOLLARS ($1,000,000.00); or (ii) fifty percent (50%) of all Obligations representing principal outstanding at the time of demand by Bank under this Guaranty (the "Principal Amount") without reduction for any payments with respect to the Obligations received by Bank after such demand from any source other than a Guarantor hereunder including, without limitation, any payments from Borrower or any other guarantor of the Obligations or derived from any collateral securing the Obligations; (b) all interest, fees and like charges owing and allocable to the Principal Amount as reasonably determined by Bank; and (c) without allocation in respect of the Principal Amount, all costs, attorneys' fees and expenses of Bank relating to or arising out of the enforcement of the Obligations and all indemnity liabilities of Guarantor under this Guaranty; provided however, that Guarantors' liability for all costs, fees, expenses and indemnity liabilities specified in the preceding clause (c) shall terminate upon receipt by Bank from Guarantors of the full Guaranteed Liability Amount. The foregoing limitation applies only to Guarantor's liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty previously, concurrently or hereafter given to Bank by Guarantor is independent of this Guaranty and of every other such guaranty. Without notice to Guarantor, Bank may apply or reapply any amounts received in respect of the Obligations from any source other than from Guarantor to that portion of the Obligations not included with the Guaranteed Liability Amount.

Limitation on Guarantors’ Liability. Notwithstanding the provisions of Section 1 hereof or anything else to the contrary in this Guaranty, Guarantor's liability under this Guaranty for the Obligations shall not exceed the sum of the following (collectively, the "Guaranteed Liability Amount"): (a) Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that each Guarantor’s liability shall be that amount from time to time equal to the aggregate liability of such Guarantor under the guarantee, but shall be limited to the lesser of (i) ONE MILLION AND NO/100 DOLLARS ($1,000,000.00); the aggregate amount of the Company’s obligations under the Notes and this Indenture or (ii) fifty percent the amount, if any, which would not have (50%A) rendered the Guarantors “insolvent” (as such term is defined in the Federal Bankruptcy Code and in the Debtor and Creditor Law of all Obligations representing principal outstanding the State of New York) or (B) left it with unreasonably small capital at the time of demand by Bank under this Guaranty (the "Principal Amount") without reduction for any payments its guarantee with respect to the Obligations received by Bank Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately before such demand from time; provided, however, it shall be a presumption in any source other than lawsuit or proceeding in which a Guarantor hereunder includingis a party that the amount guaranteed pursuant to the guarantee with respect to the Notes is the amount described in clause (i) above unless any creditor, without limitation, any payments from Borrower or any other guarantor representative of creditors of the Obligations Guarantor, or derived from any collateral securing debtor in possession or trustee in bankruptcy of the Obligations; (b) all interestGuarantor, fees and like charges owing and allocable otherwise proves in a lawsuit that the aggregate liability of each of the Guarantors is limited to the Principal Amount as reasonably determined by Bank; and (c) without allocation amount described in respect of the Principal Amount, all costs, attorneys' fees and expenses of Bank relating to or arising out of the enforcement of the Obligations and all indemnity liabilities of Guarantor under this Guaranty; provided however, that Guarantors' liability for all costs, fees, expenses and indemnity liabilities specified in the preceding clause (cii) shall terminate upon receipt by Bank from Guarantors of the full Guaranteed Liability Amount. The foregoing limitation applies only to Guarantor's liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty previously, concurrently or hereafter given to Bank by Guarantor is independent of this Guaranty and of every other such guaranty. Without notice to Guarantor, Bank may apply or reapply any amounts received in respect of the Obligations from any source other than from Guarantor to that portion of the Obligations not included with the Guaranteed Liability Amountabove.

Limitation on Guarantors’ Liability. Notwithstanding Each Guarantor and, by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantees not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state laws to the extent applicable to the Note Guarantees. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of the Guarantors under the Note Guarantees and this Article 11 shall be limited to the maximum amounts as will, after giving effect to such maximum amount and all other contingent and fixed liabilities including, without limitation, liabilities under the New Credit Facility or guarantees of the New Credit Facility, of the Guarantors that are relevant under such laws (specifically excluding however, any liabilities of the undersigned (x) in respect of intercompany indebtedness to the Company or other affiliates of the Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by the undersigned hereunder and (y) under any guarantee of subordinated indebtedness which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which liability of the undersigned 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 Section 1 hereof the Fraudulent Transfer Laws) of any rights of subrogation, reimbursement, indemnification or anything else contribution of the undersigned pursuant to applicable law or pursuant to the contrary in this Guaranty, Guarantor's liability terms of any agreement (including any such right of contribution under this Guaranty for the Obligations shall not exceed the sum of the following paragraph). The undersigned desire to allocate among themselves (collectively, the "Guaranteed Liability AmountContributing Guarantors"): (a) the lesser of (i) ONE MILLION AND NO/100 DOLLARS ($1,000,000.00); or (ii) fifty percent (50%) of all Obligations representing principal outstanding at the time of demand by Bank , in a fair and equitable manner, their obligations arising under this Guaranty Guarantee. Accordingly, in the event any payment or distribution is made on any date by any of the undersigned under this Guarantee (the a "Principal AmountFunding Guarantor") without reduction for any payments with respect that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall be entitled to the Obligations received by Bank after such demand a contribution from any source other than a Guarantor hereunder including, without limitation, any payments from Borrower or any other guarantor each of the Obligations or derived from any collateral securing the Obligations; (b) all interest, fees and like charges owing and allocable to the Principal Amount as reasonably determined by Bank; and (c) without allocation in respect of the Principal Amount, all costs, attorneys' fees and expenses of Bank relating to or arising out of the enforcement of the Obligations and all indemnity liabilities of Guarantor under this Guaranty; provided however, that Guarantors' liability for all costs, fees, expenses and indemnity liabilities specified other Contributing Guarantors in the preceding clause (c) shall terminate upon receipt by Bank from Guarantors amount of the full Guaranteed Liability Amount. The foregoing limitation applies only to such other Contributing Guarantor's liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty previously, concurrently or hereafter given to Bank by Guarantor is independent Fair Share Shortfall (as defined below) as of this Guaranty and of every other such guaranty. Without notice to Guarantor, Bank may apply or reapply any amounts received in respect of the Obligations from any source other than from Guarantor to that portion of the Obligations not included date with the Guaranteed Liability Amount.result that all such contributions will cause each Contributing Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of such date. "

Limitation on Guarantors’ Liability. Notwithstanding the provisions of Section 1 hereof or anything else to the contrary in Although this Continuing Guaranty (this “Guaranty”) covers all Obligations, each Guarantor's liability under this Guaranty for the Borrower's Obligations shall not exceed at any one time the sum of the following (collectively, the "Guaranteed Guarantied Liability Amount"): (a) the lesser of (i) ONE MILLION AND NO/100 DOLLARS Thirty Million Dollars ($1,000,000.00); or (ii30,000,000) fifty percent (50%) of all for Obligations representing principal outstanding at owing in connection with the time of demand by Bank under this Guaranty Term Loan (the "Principal Amount") without reduction for any payments with respect to the Obligations received by Bank after such demand from any source other than a Guarantor hereunder including), without limitation, any payments from Borrower or any other guarantor of the Obligations or derived from any collateral securing the Obligations; (b) all interest, fees and like charges owing and allocable to the Principal Amount as reasonably determined by Bank; , (c) all amounts owing to Bank under any interest rate swap or similar agreement heretofore or hereafter entered into between Borrower and Bank relating to the Term Loan, and (cd) without allocation in respect of the Principal Amount, Amount all costs, reasonable attorneys' fees fees, and expenses of Bank relating to or arising out of the enforcement of the Obligations and all indemnity liabilities of each Guarantor under this Guaranty; provided however, that Guarantors' liability for all costs, fees, expenses and indemnity liabilities specified in the preceding clause (c) shall terminate upon receipt by Bank from Guarantors of the full Guaranteed Liability Amount. The foregoing limitation applies only to Guarantor's Guarantors’ liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty of any Obligations previously, concurrently concurrently, or hereafter given to Bank by any Guarantor is independent of this Guaranty and of every other such guaranty. Without notice to any Guarantor, Bank may permit the Obligations to exceed the Principal Amount and may apply or reapply any amounts received in respect of the Obligations from any source other than from a Guarantor to that portion of the Obligations not included with within the Guaranteed Guarantied Liability Amount.

Limitation on Guarantors’ Liability. Notwithstanding the provisions of Section 1 hereof or anything else to the contrary in this Guaranty, Guarantor's liability under this Guaranty for the Obligations obligations shall not exceed the sum of the following (collectively, the "Guaranteed Liability Amount"): (a) the lesser of (i) ONE FOUR MILLION EIGHT HUNDRED TWENTY THOUSAND TWO HUNDRED SEVENTY FIVE AND NO/100 DOLLARS ($1,000,000.004,820,275.00); or (ii) fifty percent (50%) of all Obligations obligations representing principal outstanding at the time of demand by Bank under this Guaranty (the "Principal Amount") without reduction for any payments with respect to the Obligations received by Bank after such demand from any source other than a Guarantor hereunder including, without limitation, any payments from Borrower or any other guarantor of the Obligations or derived from any collateral securing the Obligations; (b) all interest, fees and like charges owing and allocable to the Principal Amount as reasonably determined by Bank; and (c) without allocation in respect of the Principal Amount, all costs, attorneys' fees and expenses of Bank relating to or arising out of the enforcement of the Obligations and all indemnity liabilities of Guarantor under this Guaranty; provided however, that Guarantors' liability for all costs, fees, expenses and indemnity liabilities specified in the preceding clause (c) shall terminate upon receipt by Bank from Guarantors of the full Guaranteed Liability Amount. The foregoing limitation applies only to Guarantor's liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty previously, concurrently or hereafter given to Bank by Guarantor is independent of this Guaranty and of every other such guarantyGuaranty. Without notice to Guarantor, Bank may apply or reapply any amounts received in respect of the Obligations from any source other than from Guarantor to that portion of the Obligations obligations not included with the Guaranteed Liability Amount.

Limitation on Guarantors’ Liability. Notwithstanding the provisions of Section 1 hereof or anything else to the contrary in this Guaranty, Guarantor's liability under this Guaranty for the Obligations shall not exceed the sum of the following (collectively, the "Guaranteed Liability Amount"): (a) the lesser of (i) ONE FOUR MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($1,000,000.004,250,000.00); or (ii) fifty percent (50%) of all Obligations representing principal outstanding at the time of demand by Bank under this Guaranty (the "Principal Amount") without reduction for any payments with respect to the Obligations received by Bank after such demand from any source other than a Guarantor hereunder including, without limitation, any payments from Borrower or any other guarantor of the Obligations or derived from any collateral securing the Obligations; (b) all interest, fees and like charges owing and allocable to the Principal Amount as reasonably determined by Bank; and (c) without allocation in respect of the Principal Amount, all costs, attorneys' fees and expenses of Bank relating to or arising out of the enforcement of the Obligations and all indemnity liabilities of Guarantor under this Guaranty; provided however, that Guarantors' liability for all costs, fees, expenses and indemnity liabilities specified in the preceding clause (c) shall terminate upon receipt by Bank from Guarantors of the full Guaranteed Liability Amount. The foregoing limitation applies only to Guarantor's liability under this particular Guaranty. Unless Bank otherwise agrees in writing, every other guaranty previously, concurrently or hereafter given to Bank by Guarantor is independent of this Guaranty and of every other such guaranty. Without notice to Guarantor, Bank may apply or reapply any amounts received in respect of the Obligations from any source other than from Guarantor to that portion of the Obligations not included with the Guaranteed Liability Amount.