Common use of Maximum Guaranteed Amount Clause in Contracts

Maximum Guaranteed Amount. Without in any way limiting each Guarantor's obligations under this Agreement and the other Loan Documents as a "Credit Party," the maximum dollar amount of any Guarantor's payment obligation under this guaranty shall not exceed the greater of (i) the actual dollar amount of the recovery by the Administrative Agent upon a Liquidation of the Collateral owned by such Guarantor and (ii) the difference between (a) the Cost value of the Collateral owned by such Guarantor on the date on which a Default occurs under this Agreement which results in an uninterrupted period of time from the time of occurrence of such Default to a Liquidation of such Collateral during which one or more Defaults or Events of Default exist unwaived and uncured continuously under this Agreement plus the Cost value of any Collateral transferred (whether by sale, intercompany transfer or otherwise) to such Guarantor after such date and (b) repayments of the Loans directly from the Proceeds of Collateral owned by such Guarantor after the date of occurrence of such Default. Moreover, notwithstanding any other provision of this Guaranty to the contrary, if the obligations of any Guarantor hereunder would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state corporate law or any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other law affecting the rights of creditors generally, to be void, invalid or unenforceable to any extent on account of the amount of such Guarantor's liability under this Guaranty, then notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by such Guarantor or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding.

Maximum Guaranteed Amount. Without in Notwithstanding anything to the contrary herein, Guarantor’s aggregate obligation to Guaranteed Party hereunder is limited to [___________] U.S. Dollars ($__________) (the “Maximum Guaranteed Amount”) except that the foregoing limitation shall not apply to the extent of any way limiting each Guarantor's liability resulting from the fraud of the Obligor (it being understood for purposes of calculating the Maximum Guaranteed Amount of Guarantor hereunder that any payment by Guarantor either directly or indirectly to the Guaranteed Party, pursuant to a demand made upon Guarantor by Guaranteed Party or otherwise made by Guarantor pursuant to its obligations under this Agreement Guaranty including any indemnification obligations, shall reduce Guarantor’s maximum aggregate liability hereunder on a dollar-for-dollar basis) and the other Loan Documents as a "Credit Party," the maximum dollar amount of any Guarantor's payment obligation under this guaranty shall not exceed either individually or in the aggregate be greater of (i) the actual dollar amount of the recovery by the Administrative Agent upon a Liquidation of the Collateral owned by such Guarantor and (ii) the difference between (a) the Cost value of the Collateral owned by such Guarantor on the date on which a Default occurs under this Agreement which results or different in an uninterrupted period of time from the time of occurrence of such Default to a Liquidation of such Collateral during which one character or more Defaults or Events of Default exist unwaived and uncured continuously under this Agreement plus the Cost value of any Collateral transferred (whether by sale, intercompany transfer or otherwise) to such Guarantor after such date and (b) repayments of the Loans directly from the Proceeds of Collateral owned by such Guarantor after the date of occurrence of such Default. Moreover, notwithstanding any other provision of this Guaranty to the contrary, if extent than the obligations of any Obligor to Guaranteed Party under the terms of the PPA. IN NO EVENT SHALL GUARANTOR BE SUBJECT TO ANY CONSEQUENTIAL, EXEMPLARY, EQUITABLE, LOSS OF PROFITS, PUNITIVE, TORT OR OTHER SIMILAR DAMAGES UNLESS OBLIGOR IS OBLIGATED THEREFORE PURSUANT TO THE PPA. Payment; Currency. All sums payable by Guarantor hereunder would otherwise shall be held or determined made in freely transferable and immediately available funds and shall be made in the currency in which the Obligations were due. If ▇▇▇▇▇▇▇ fails to pay any Obligation when due, the Guarantor will pay that Obligation directly to Guaranteed Party within twenty (20) Days after written notice to Guarantor by Guaranteed Party. The written notice shall provide a court of competent jurisdiction in any action or proceeding involving any state corporate law or any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other law affecting the rights of creditors generally, to be void, invalid or unenforceable to any extent on account reasonable description of the amount of the Obligation and explanation of why such Guarantor's liability under this Guaranty, then notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by such Guarantor or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceedingdue.

Maximum Guaranteed Amount. Without Notwithstanding anything to the contrary herein, except as otherwise provided in this Section 1.B., Guarantor’s aggregate obligation and liability to Guaranteed Party under this Guaranty are subject to and shall not exceed, and Guarantor shall have the benefit of, the caps and limitations set forth in Section 8.04 of the Agreement that are applicable to Obligor, including, without limitation, the Purchase Price cap (the “Maximum Guaranteed Amount”) (it being understood that any way limiting each Guarantor's payment by Guarantor either directly or indirectly to the Guaranteed Party, pursuant to a demand made upon Guarantor by Guaranteed Party or otherwise made by Guarantor pursuant to its obligations under this Agreement Guaranty including any indemnification obligations, shall reduce the Maximum Guaranteed Amount on a dollar-for-dollar basis), including reasonable costs and expenses incurred by Guaranteed Party in enforcing this Guaranty, provided that the other Loan Documents as a "Credit Party," Guaranteed Party is the maximum dollar amount of any Guarantor's payment obligation under this guaranty prevailing party, and shall not exceed either individually or in the aggregate be greater or different in character or extent than the obligations of Obligor to Guaranteed Party under the terms of the Agreement. For the avoidance of doubt, Guarantor’s obligation to Guaranteed Party with respect to, and solely with respect to, any claim for the reimbursement of Seller Consolidated Tax Liability shall not be limited to the Maximum Guaranteed Amount. IN NO EVENT SHALL GUARANTOR BE SUBJECT TO ANY PUNITIVE, CONSEQUENTIAL, SPECIAL, INDIRECT OR SIMILAR DAMAGES, EXCEPT TO THE EXTENT, IN EACH CASE, (i) the actual dollar amount of the recovery by the Administrative Agent upon a Liquidation of the Collateral owned by such Guarantor and SUCH DAMAGES ARE ACTUALLY AWARDED TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY, (ii) the difference between SUCH DAMAGES (a) the Cost value of the Collateral owned by such Guarantor on the date on which a Default occurs under this Agreement which results in an uninterrupted period of time from the time of occurrence of such Default to a Liquidation of such Collateral during which one or more Defaults or Events of Default exist unwaived and uncured continuously under this Agreement plus the Cost value of any Collateral transferred (whether by saleNATURALLY AND NECESSARILY FLOW FROM THE BREACH OF THIS GUARANTY CAUSING SUCH DAMAGES, intercompany transfer or otherwise) to such Guarantor after such date and AND (b) repayments of the Loans directly from the Proceeds of Collateral owned by such Guarantor after the date of occurrence of such Default. MoreoverWERE REASONABLY FORESEEABLE AT THE TIME OF EXECUTION OF THIS GUARANTY, notwithstanding any other provision of this Guaranty to the contraryOR (iii) SUCH DAMAGES (a) NATURALLY AND NECESSARILY FLOW FROM THE BREACH OF THE AGREEMENT BY THE OBLIGOR CAUSING SUCH DAMAGES, if the obligations of any Guarantor hereunder would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state corporate law or any state or Federal bankruptcy(b) WERE REASONABLY FORESEEABLE AT THE TIME OF EXECUTION OF THE AGREEMENT, insolvency, reorganization, moratorium, fraudulent conveyance or other law affecting the rights of creditors generally, to be void, invalid or unenforceable to any extent on account of the amount of such Guarantor's liability under this Guaranty, then notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by such Guarantor or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceedingAND (c) THE GUARANTOR IS REQUIRED TO MAKE PAYMENT IN ACCORDANCE WITH THE TERMS OF THIS GUARANTY AS A RESULT OF THE OBLIGOR HAVING FAILED TO MAKE PAYMENT FOR SUCH DAMAGES WHEN DUE.

Maximum Guaranteed Amount. Without in Notwithstanding any way limiting each Guarantor's obligations under provisions of this Agreement and the other Loan Documents as a "Credit Party," the maximum dollar amount of any Guarantor's payment obligation under this guaranty shall not exceed the greater of (i) the actual dollar amount of the recovery by the Administrative Agent upon a Liquidation of the Collateral owned by such Guarantor and (ii) the difference between (a) the Cost value of the Collateral owned by such Guarantor on the date on which a Default occurs under this Agreement which results in an uninterrupted period of time from the time of occurrence of such Default to a Liquidation of such Collateral during which one or more Defaults or Events of Default exist unwaived and uncured continuously under this Agreement plus the Cost value of any Collateral transferred (whether by sale, intercompany transfer or otherwise) to such Guarantor after such date and (b) repayments of the Loans directly from the Proceeds of Collateral owned by such Guarantor after the date of occurrence of such Default. Moreover, notwithstanding any other provision of this Guaranty to the contrary, if the obligations of any Guarantor hereunder would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state corporate law or any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other law affecting the rights of creditors generally, to be void, invalid or unenforceable to any extent on account of the amount of such Guarantor's liability under this Guaranty, then notwithstanding any other provision of this Guaranty to the contrary, the maximum amount which the Parent Guarantor shall be required to pay under section 2.1 hereof, together with any further amounts or damages to which the Administrative Agent (on behalf of itself and the Creditors) would be entitled for any breach by the Parent Guarantor of its representations, warranties and covenants contained in sections 10, 11, 12, 13, 14, 15, 16 or 17 of this Agreement, specifically exclusive of any amounts or damages to which the Administrative Agent (on behalf of itself and the Creditors) would be entitled under sections 23, 24 and 26 of this Agreement, shall be the amount identified below (the "Maximum Guaranteed Amount") corresponding to the applicable period during which the Administrative Agent shall have made demand upon the Parent Guarantor under section 2.1 hereof: is made by the Administrative Agent Maximum Guaranteed Amount ----------------------------------- ------------------------- On or prior to the first anniversary of the Closing Date $100,000,000 Thereafter and on or prior to the second anniversary of the Closing Date $75,000,000 Thereafter and on or prior to the third anniversary of the Closing Date $50,000,000 Thereafter and on or prior to the fourth anniversary of the Closing Date $25,000,000 Thereafter $-0- ; provided, however, that the Parent Guarantor may irrevocably elect, upon written notice from the Parent Guarantor which is received by the Administrative Agent prior to any date identified in the above table on which the Maximum Guaranteed Amount is scheduled to reduce in amount, that the reduction so scheduled to occur on such date shall not be effective and that the Parent Guarantor elects either of the following: (i) that the Maximum Guaranteed Amount shall not be reduced on such scheduled date of reduction, or (ii) that the Maximum Guaranteed Amount shall be reduced on such scheduled date of reduction, but by an amount less than the amount of the reduction scheduled to occur on such liability shalldate, without specifying such lesser amount of reduction; and any further action by such notice from the Parent Guarantor or shall specify any other Personsuch election; and provided, be automatically limited further, that no reduction in the Maximum Guaranteed Amount scheduled to take place in accordance with the foregoing table shall become effective for any purpose unless (A) during the entire 30-day period ending on any such scheduled date of reduction, the sum of the aggregate outstanding DPP Revolving Loans, the Allocated DPP Letter of Credit Outstandings and reduced the Allocated Measured DPP Swap Credit Exposure, is not greater than the amount to which the Maximum Guaranteed Amount is scheduled to reduce on such date (taking into account any actions of the Parent Guarantor pursuant to the highest amount preceding proviso), and (B) during the period commencing 30 days prior to such scheduled date of reduction and ending 15 days prior to such scheduled date of reduction, the Borrower shall have delivered to the Administrative Agent and the Managing Agent a written notice, referring specifically to this section 2.2, advising the Administrative Agent and the Managing Agent of the reduction in the Maximum Guaranteed Amount which is valid scheduled to occur, and enforceable as determined certifying that the condition specified in such action or proceedingthe preceding clause (A) will be satisfied with reference to the scheduled reduction in the Maximum Guaranteed Amount.