Maximum Guaranty Liability definition

Maximum Guaranty Liability means the maximum liability hereunder of the respective Guarantors permitted by Applicable Bankruptcy Law as provided in Section 5.2.
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Maximum Guaranty Liability means the maximum liability hereunder and under the Italian Guaranty of the respective Guarantors and NN Italy permitted by Applicable Bankruptcy Law as provided in Section 5.2 hereof and in the Italian Guaranty.
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Maximum Guaranty Liability shall be that amount from time to time equal to the greatest of (a) the Adjusted Net Worth (as such term is defined below) of the Guarantor as of the end of the most recently concluded fiscal quarter of the Guarantor ended on or prior to the date of this Parent Guaranty, (b) the highest Adjusted Net Worth (as such term is defined below) of the Guarantor at the end of any fiscal quarter ending subsequent to the date of this Parent Guaranty and prior to the earlier of the date of the commencement of a case under Title 11 of the United States Code (the “Bankruptcy Code”) involving the Guarantor or the date enforcement of this Parent Guaranty is sought and (c) the Adjusted Net Worth (as such term is defined below) of the Guarantor at the earlier of the date of the commencement of a case under the Bankruptcy Code involving the Guarantor or the date enforcement of this Parent Guaranty is sought. As used herein, the term “Adjusted Net Worth” as of any particular date shall mean the excess of (i) the amount of the fair saleable value of the assets of the Guarantor (including the value of any and all rights of subrogation or contribution resulting from any payments by the Guarantor under any other guaranty) as of such date determined in accordance with applicable Federal and state laws affecting creditors’ rights and governing determinations of the insolvency of debtors, over (ii) the amount of all liabilities of the Guarantor (excluding all liabilities of the Guarantor under this Parent Guaranty), contingent or otherwise, as of such date, determined in accordance with the laws described in clause (i) above, minus $1.00. The Guarantor, the Administrative Agent, the Issuing Bank and the Lenders hereby further agree that:
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Examples of Maximum Guaranty Liability in a sentence

  • Each Guarantor (other than the Domestic Borrower) agrees that the Guaranteed Obligations at any time and from time to time may exceed the Maximum Guaranty Liability of such Guarantor, and may exceed the aggregate Maximum Guaranty Liability of all Guarantors hereunder, without impairing this Guaranty or affecting the rights and remedies of the Lenders and the Agents hereunder.

  • Nothing in this Section 5.3 shall affect each Domestic Guarantor's several liability for the entire amount of the Guaranteed Domestic Obligations (up to such Domestic Guarantor's Maximum Guaranty Liability).

  • Nothing in this Section 5.3 shall affect each Guarantor's several liability for the entire amount of the Guaranteed Euro Obligations (up to such Guarantor's Maximum Guaranty Liability).

  • Except with respect to the Domestic Borrower, each Guarantor's respective obligations hereunder and under the other Loan Documents shall be in an amount equal to, but not in excess of, the maximum liability permitted under Applicable Bankruptcy Law (the "Maximum Guaranty Liability").


More Definitions of Maximum Guaranty Liability

Maximum Guaranty Liability means, as of any date of determination thereof, the sum of (i) with respect to each Loan the proceeds of which are used to make or the issuance of which constitutes a Valuable Transfer to such Guarantor, the amount of such Loan PLUS (ii) with respect to each Loan the proceeds of which are not used to make or the issuance of which does not constitute a Valuable Transfer to such Guarantor, the lesser of (A) the outstanding amount of such Loan as of such date or (B) the greater of (I) ninety-five percent (95%) of the Guarantor Net Worth at the time of such Loan or (II) ninety-five percent (95%) of the Guarantor Net Worth of such Guarantor at the earliest of (x) such date, (y) the date of the commencement of a case under Title 11 of the United States Bankruptcy Code, (or any successor provisions) in which such Guarantor is a debtor or (z) the date enforcement hereunder is sought.
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Maximum Guaranty Liability of any Guarantor as of any date shall mean the greater of the following amounts: (i) the sum of the following (without duplication) as of such date: (A) the outstanding amount of all loans, advances, guarantees, capital contributions or other investments made by the Borrower and Madison Avenue to or for the benefit of such Guarantor, plus (B) the fair market value of all property transferred by the Borrower and Madison Avenue to such Guarantor, plus (C) the fair market value of all benefits received by such Guarantor's business and other relationships with the Borrower and Madison Avenue, plus (D) with respect to each transfer or benefit referred to in the foregoing clauses (A), (B) and (C), interest on the amount transferred or benefit received, such interest to accrue at the highest rate under the Notes until the same are repaid to the Borrower and Madison Avenue; and (ii) the greatest of the Fair Value Net Worth of such Guarantor as of (A) September 30, 1997, (B) each fiscal quarter-end of such person thereafter occurring on or prior to the date of determination of Maximum Guaranty Liability, (C) the date on which enforcement of this Guaranty is sought, and (D) the date on which a case under Title 11 of the United States Code is commenced with respect to the Borrower or such Guarantor. "Fair Value Net Worth" of a Guarantor as of any date shall mean (i) the fair value or fair saleable value (as the case may be, determined in accordance with applicable federal and state laws affecting creditors' rights and governing determinations of insolvency of debtors) of such Guarantor's assets (including such Guarantor's rights to contribution and subrogation hereunder) as of such date, minus (ii) the sum of $ 1.00 and the amount of all liabilities of such person (determined in accordance with such laws) as of such date but excluding (x) this Guaranty and (y) any liabilities subordinated in right of payment to this Guaranty.
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Related to Maximum Guaranty Liability

  • Maximum Liability has the meaning assigned to such term in Section 10.10.

  • Guaranty Obligation has the meaning specified in the definition of "Contingent Obligation."

  • Contingent Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum outstanding principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.

  • Third Party Liability has the meaning ascribed thereto in Section 8.3.2;

  • Guaranty Obligations means, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (c) to lease or purchase property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (d) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • Liability Cap has the meaning ascribed to it in paragraph 1 of Schedule 9;

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • VA Loan Guaranty Agreement means the obligation of the United States to pay a specific percentage of a Mortgage Loan (subject to a maximum amount) upon default of the Mortgagor pursuant to the Servicemen’s Readjustment Act, as amended.

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Suretyship Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to or otherwise to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness, obligation or other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person's obligation in respect of any Suretyship Liability shall (subject to any limitation set forth therein) be deemed to be the principal amount of the debt, obligation or other liability supported thereby.

  • MREL Eligible Liabilities means “eligible liabilities” (or any equivalent or successor term) which are available to meet any MREL Requirement (however called or defined by then Applicable MREL Regulations) of the Issuer under Applicable MREL Regulations;

  • Legal Liability means responsibility which courts recognize and enforce between persons who sue one another.

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Senior Higher Priority Liabilities means any obligations in respect of principal of the Issuer under any Notes and any other unsecured and unsubordinated obligations (créditos ordinarios) of the Issuer, other than the Senior Non Preferred Liabilities; and

  • Controlled Group Liability means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, and (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code.

  • Environmental Liabilities and Costs means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.

  • Loss in excess of policy limits means 90.0% of any amount paid or payable by the Company in excess of its policy limits, but otherwise within the terms of its policy, such loss in excess of the Company’s policy limits having been incurred because of, but not limited to, failure by the Company to settle within the policy limits or by reason of the Company’s alleged or actual negligence, fraud or bad faith in rejecting an offer of settlement or in the preparation of the defense or in the trial of an action against its insured or reinsured or in the preparation or prosecution of an appeal consequent upon such an action.

  • Environmental Damages means all claims, judgments, damages, losses, penalties, fines, liabilities, encumbrances, liens, costs and expenses of investigation and defense of any claim, including, without limitation, attorney’s fees, that are incurred at any time as a result of the existence of Environmental Conditions upon, about or beneath the Project Site or migrating or threatening to migrate to or from the Site, and including, without limitation:

  • Hovercraft Liability This policy does not cover "hovercraft liability".

  • Product Liabilities means any Liability arising out of, relating to or resulting from actual or alleged harm, injury, damage or death to persons in connection with the use of any product (including in any clinical trial or study);

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.