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 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 has the meaning set forth in Section 10.06.
Maximum Guaranteed Amount means, with respect to each Guarantor, the greater of (i) the aggregate amount of the Borrower's Obligations to the extent the proceeds thereof 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 purposes of this paragraph, a "Valuable Transfer" to a Guarantor shall mean the amount of (i) all loans, advances or capital contributions made to such Guarantor with proceeds of any of the Borrower's Obligations (and all loans, advances and/or capital contributions made by Borrower to such Guarantor shall be deemed to have been made directly or indirectly with the proceeds of the Borrower's Obligations unless such Guarantor can prove otherwise), (ii) all debt securities or other obligations of such Guarantor acquired from such Guarantor or retired by such Guarantor with proceeds of any of the Borrower's Obligations (and all debt securities and/or other obligations of such Guarantor acquired by Borrower from such Guarantor shall be deemed to have been acquired directly or indirectly with the proceeds of the Borrower's Obligations unless such Guarantor can prove otherwise), (iii) the fair market value of all property acquired with proceeds of any of the Borrower's Obligations and transferred, absolutely and not as collateral, to such Guarantor (and all property acquired by Borrower and transferred, absolutely and not as collateral, to such Guarantor shall be deemed to have been acquired directly or indirectly with the proceeds of the Borrower's Obligations unless such Guarantor can prove otherwise), (iv) all equity securities of such Guarantor acquired from such Guarantor with proceeds of any of the Borrower's Obligations (and all equity securities of such Guarantor acquired by Borrower from such Guarantor shall be deemed to have been acquired directly or indirectly with the proceeds of the Borrower's Obligations unless such Guarantor can prove otherwise), (v) the aggregate amount of all reimbursement obligations with respect to all Letters of Credit issued for the account of Borrower and for the benefit of or with respect to the obligations of such Guarantor and (vi) the value of any quantifiable economic benefits not included in cla...