Maximum Enforceability Sample Clauses
Maximum Enforceability. Notwithstanding any provision contained in this Agreement or any other Loan Document to the contrary, it is the intention and agreement of each Borrower, Lenders and Agents that the obligations of each Borrower under this Agreement and each other Loan Document to which it is a party shall be valid and enforceable against such Borrower to the maximum extent permitted by applicable law. Accordingly, if any provision of this Agreement or any other Loan Document creating any obligation of a Borrower in favor of an Agent or Lenders shall be declared to be invalid or unenforceable in any respect or to any extent, it is the stated intention and agreement of Borrowers, Lenders and Agents that any balance of the obligation created by such provision and all other obligations of such Borrower to Agents and Lenders created by other provisions of this Agreement and Loan Documents shall remain valid and enforceable. Likewise, if any sums which an Agent or any Lender may be otherwise entitled to collect from a Borrower under this Agreement or other Loan Document shall be declared to be in excess of those permitted under any law (including any federal or state fraudulent conveyance or like statute or rule of law) applicable to such Borrower’s obligations under this Agreement or other Loan Document, it is the stated intention and agreement of such Borrower, Lenders and Agents that all sums not in excess of those permitted under such Applicable Law shall remain fully collectible by Agents and Lenders from such Borrower, and such excess sums shall nevertheless survive as a subordinate obligation of such Borrower, junior in right to the claims of general unsecured creditors. This provision shall control every other provision of the Loan Documents.
Maximum Enforceability. Notwithstanding any provision contained in this Agreement or any Security Document to the contrary, in the event of any bankruptcy or insolvency proceeding involving any Company or in the event of any challenge to the full enforceability of all or any of this Agreement or any Security Document by any creditor of any Company or a trustee, receiver or debtor-in-possession of; for or in respect to any Company, the liability of such Company hereunder, under the Notes, and pursuant to any related Security Documents shall be limited to the lesser of the following amounts MINUS, in either case, one dollar ($1.00):
(i) the lowest amount which would render such entity's undertakings pursuant to this Agreement or any related security document a fraudulent conveyance under the laws of the State of Nevada or other similar or analogous law or statute of the state having jurisdiction over the subject matter; or
(ii) the lowest amount which would render such entity's undertakings pursuant to this Agreement or any related Security Document a fraudulent transfer under Section 548 of the Bankruptcy Code of 1978, as amended. This provision shall control every other provision of this Agreement, the Notes or any related Security Document.