Maximum Guaranteed Amount definition
Maximum Guaranteed Amount means as of the date of determination with respect to a Guarantor, the lesser of (a) the amount of the Guaranteed Obligations outstanding on such date and (b) the maximum amount that would not render such Guarantor’s liability under this Guaranty Agreement subject to avoidance under Section 548 of the United States Bankruptcy Code (or any successor provision) or any comparable provision of applicable state law.
Maximum Guaranteed Amount with respect to any Guarantor, shall mean the maximum amount which could be paid by such Guarantor without rendering this Guaranty void or voidable as would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state or Federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to the insolvency of debtors.
Maximum Guaranteed Amount shall have the meaning specified in Section 3.1(g).
Examples of Maximum Guaranteed Amount in a sentence
Each Guarantor hereby acknowledges and agrees that the Guaranteed |US-DOCS\161907737.16|| Obligations, at any time and from time to time, may exceed the Maximum Guaranteed Amount of such Guarantor and may exceed the aggregate of the Maximum Guaranteed Amounts of all Guarantors, in each case without discharging, limiting or otherwise affecting the obligations of any Guarantor hereunder or the rights, powers and remedies of any Secured Party hereunder or under any other Loan Document.
More Definitions of Maximum Guaranteed Amount
Maximum Guaranteed Amount means, for each Subsidiary Guarantor, the maximum amount which any Subsidiary Guarantor could pay under this Guaranty without having such payment set aside as a fraudulent transfer or conveyance or similar action under Fraudulent Conveyance Law.
Maximum Guaranteed Amount means, for the Guarantor, the greater of -------------------------- (i) the "reasonably equivalent value" or "fair consideration" (or equivalent concept) received by the Guarantor in exchange for the obligation incurred hereunder, within the meaning of any applicable state or federal fraudulent conveyance or transfer laws; or (ii) the lesser of (A) the maximum amount that will not render the Guarantor insolvent, or (B) the maximum amount that will not leave the Guarantor with any property deemed an unreasonably small capital. Clauses (A) and (B) are and shall be determined pursuant to and as of the appropriate date mandated by such applicable state or federal fraudulent conveyance or transfer laws and to the extent allowed by law take into account the rights to contribution and subrogation under Section 2.9 in each Guaranty Agreement so as to provide for the largest Maximum Guaranteed Amount possible.
Maximum Guaranteed Amount means for each Guarantor the maximum amount which any Guarantor could pay under the Guaranty without having such payment set aside as a fraudulent transfer or conveyance or similar action under the Bankruptcy Code or any applicable state or foreign law.
Maximum Guaranteed Amount has the meaning set forth in Section 2.2.
Maximum Guaranteed Amount means the greater of (a) the amount of economic benefit received (directly or indirectly) by the Guarantor pursuant to the Loan Agreement and the other Loan Documents, and (b) the maximum amount which could be paid out by the Guarantor without rendering this Guaranty void or voidable under Applicable Law including, without limitation, (i) Title 11 of the United States Code, as amended, and (ii) applicable state law regarding fraudulent conveyances.
Maximum Guaranteed Amount means ninety-five percent (95%) of the maximum obligation, if any, which could have been incurred by Guarantor without being voidable as a fraudulent transfer or conveyance, and shall be determined as of the date any "transfer" or "conveyance" is made by Guarantor hereunder pursuant to applicable law. Guarantor acknowledges and agrees that Guarantor's contingent obligations under this Guaranty constitute "Obligations" as such term is defined in that certain Loan and Security Agreement, dated as of the date hereof, executed by Lender and Guarantor, as renewed, extended, modified and restated from time to time. THIS GUARANTY HAS BEEN NEGOTIATED AND SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF TEXAS. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS AND NOT THE LAWS OF CONFLICTS OF THE STATE OF TEXAS. AS PART OF THE CONSIDERATION FOR NEW VALUE AND BENEFIT THIS DAY RECEIVED BY GUARANTOR, GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN DALLAS COUNTY OF THE STATE OF TEXAS AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO GUARANTOR AT THE ADDRESS STATED HEREIN AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. GUARANTOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS GUARANTY, GUARANTOR WAIVES THE RIGHT TO TRIAL BY JURY (WHICH LENDER HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS GUARANTY OR THE OBLIGATIONS.
Maximum Guaranteed Amount means the greater of (i) the aggregate amount of the Guaranteed Debt the proceeds of which are used to make a Valuable Transfer (as defined below) to such Guarantor and (ii) ninety-five percent (95%) of the Adjusted Net Worth (as defined below) of such Guarantor, provided that in no event shall the amount specified in this clause (ii) be an amount that would result in such Guarantor having unreasonably small capital, as such term is used in any Applicable Insolvency Law. For the purpose of this paragraph, "Valuable Transfer" shall mean the amount of (i) all loans, advances or capital contributions made to the Guarantor with proceeds of the Guaranteed Debt; (ii) all debt securities or other obligations of the Guarantor acquired from the Guarantor or retired by the Guarantor with proceeds of the Guaranteed Debt; (iii) the fair market value of all property acquired with proceeds of the Guaranteed Debt and transferred, absolutely and not as collateral, to the Guarantor; (iv) all equity securities of the Guarantor acquired from the Guarantor with proceeds of the Guaranteed Debt; and (v) the value of any quantifiable economic benefits not included in clauses (i) through (iv), above, but includable in accordance with Applicable Insolvency Law, accruing to the Guarantor as a result of the Guaranteed Debt. For purposes of this paragraph, "Adjusted Net Worth" shall mean the excess of (i) the amount of the "present fair salable value" of the assets of the Guarantor as of the date of determination, over (ii) the amount of all "liabilities of such Guarantor, contingent or otherwise", as of the date of determination, as such quoted terms are determined in accordance with Applicable Insolvency Law. In determining the Adjusted Net Worth of the Guarantor for purposes of calculating the EXHIBIT B Maximum Guaranteed Amount for the Guarantor, the liabilities of the Guarantor to be used in such determination pursuant to clause (ii) of the preceding sentence shall in any event include any amounts guaranteed by the Guarantor pursuant to clause (i) of the definition of Maximum Guaranteed Amount.