Limitations on Guaranty. (a) Each Guarantor and the Purchaser hereby confirms that it is its intention that the guarantee provided for in this Article 4 not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and the Purchaser hereby irrevocably agrees that the guarantee of the Obligations by each such Guarantor provided for in this Article 4 shall be limited to an amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights to contribution provided in Section 4.7 or pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, result in the Obligations guaranteed by such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any comparable Federal or state law.
Limitations on Guaranty. The Guarantor's liability hereunder shall terminate and Guarantor shall have no further liability towards the Landlord on the sooner to occur of the following events: (1) the date upon which the Tenant's net worth exceeds 150% of the Tenant's net worth as of the date of this guaranty, or (2) the date the Tenant, or its successor, becomes a public company. Should any of the foregoing events occur during the term of the Lease, and as a condition precedent to the termination of the Guarantor's liability hereunder, the Guarantor shall provide the Landlord documentary proof of the occurrence of said event to the reasonable satisfaction of the Landlord.
Limitations on Guaranty. Notwithstanding any provision in this Guaranty to the contrary, Guarantor’s liability under this Guaranty (a) shall not exceed Three Million Dollars ($3,000,000.00) (the “Cap”), and (b) such Cap shall automatically be reduced to One Million Five Hundred Thousand Dollars ($1,500,000.00) (the “Lower Cap”) at such time as Tenant has (y) commenced operations at the Leased Premises for the Permitted Use (as defined in the Lease), and (z) Tenant has achieved an annualized EBITDA (as defined below) for the preceding twelve (12) months period that is equal to two times the then-current Rent (as defined in the Lease) for such time period (the “EBITDA Guarantor Condition”). For purposes of the foregoing, the term “EBITDA” shall mean net income before interest, taxes, depreciation and amortization. Guarantor’s obligations hereunder shall remain subject to the Cap and shall not be reduced to the Lower Cap until such time as Tenant has delivered to Landlord reasonable supporting documentation that Tenant has satisfied the conditions set forth in Subsections (y) and (z) above, including a certification from the principal financial officer of Tenant confirming that such conditions have been satisfied and that the documentation provided to Landlord evidencing satisfaction of the EBITDA Guarantor Condition is true, correct and complete in all material respects and does not contain any misrepresentations or material omissions of facts. Upon Tenant’s delivery of such information, Guarantor’s liability under this Guaranty shall be deemed reduced to and shall not exceed the Lower Cap, effective as of the date Tenant achieved the EBITDA Guarantor Condition.
Limitations on Guaranty. Notwithstanding anything to the contrary contained in this Guaranty: (i) if Tenant shall assign its interest in the Lease as permitted therein and shall be released thereunder of any liability accruing subsequent to the date of assignment, then Guarantor shall have no further obligation with respect to Liabilities that accrue hereunder from and after the date Tenant is released; and (ii) Guarantor shall have no obligation or liability under this Guaranty for any obligations for payment or performance that accrue under the Lease during any option periods or renewals of the Lease if Original Tenant as defined in the Lease is the tenant under the Lease at the date of expiration of the original term of the Lease. Upon Guarantor's request, Owner shall confirm in writing the release of liability in favor of Guarantor as described in clauses (i) and (ii) above.
Limitations on Guaranty. Notwithstanding anything to the contrary herein, the parties hereto acknowledge and agree that, so long as the Indebtedness evidenced by the Senior Subordinated Notes remains outstanding, the Guaranty provided by the Subsidiaries of the Subsidiary Borrower shall be limited to the obligations of the Subsidiary Borrower hereunder and under the other Credit Documents. 108 114
Limitations on Guaranty. The indemnity and other payment Obligations of the Guarantors shall be limited, in the aggregate, to $5,000,000; provided, however, that if a Guarantor or Seller shall be found to have committed an intentional misrepresentation, the limitations on indemnification under this Section 2 shall be ignored.
Limitations on Guaranty. Notwithstanding anything to the contrary herein, the obligations of the guarantor under this Guaranty will be limited to the maximum amount that, after giving effect to all other contingent and fixed liabilities of the guarantor, will result in the obligations of the guarantor under this Guaranty not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.
Limitations on Guaranty. Notwithstanding anything contained in this Guaranty to the contrary, the obligations of the Guarantor under this Guaranty shall not be personal obligations of the Guarantor, and the Seller's sole recourse in satisfaction of such obligations shall be to proceed against the Pledged Collateral under the Stock Pledge Agreement and to exercise its other rights and remedies available under the Stock Pledge Agreement, the other Collateral Documents and the Asset Purchase Agreement. The foregoing limitation of the Guarantor's liability shall apply to each and every covenant, representation, warranty and other obligation of the Guarantor under this Guaranty.
Limitations on Guaranty. Notwithstanding any other provision of this Guaranty to the contrary, the maximum amount of liability for the obligations of the Guarantor hereunder shall be equal to the lesser of (a) the Fair Market Value of the Antilles Crossing Asset and (b) the maximum amount of liability which could be asserted against the Guarantor hereunder without (x) rendering the Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (y) leaving the Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (z) leaving the Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.
Limitations on Guaranty. Notwithstanding anything to the contrary in ----------------------- this Guaranty, (a) PHC-SUB shall not be entitled to enforce its rights under this Guaranty against Guarantor if Guarantor is then generating sufficient net revenues for Service Provider to pay Guarantor's share of the General Management Fee equal to the Fee Amount, or Service Provider otherwise causes to be paid the entire General Management Fee; and (b) PHC-SUB shall not be entitled to enforce its rights under this Guaranty as to any portion of the General Management Fees first becoming due after the date on which Guarantor dies or becomes "Permanently Disabled" or if this Guaranty is terminated pursuant to Section 4.05 hereof. For the purpose of this Agreement, Permanent Disability or Permanently Disabled shall have the same meaning as is given to the term in the permanent disability policy maintained by the Guarantor for himself or herself on the date of such permanent disability, provided the physician has such a policy and provided the policy is a commercially reasonable one, or, in the event no such policy exists, then permanent disability shall be determined by an independent physician mutually agreed upon between Guarantor (or his/her representative, if he/she is unable) and PHC-SUB.
