General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 55 contracts
Samples: Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (OUTFRONT Media Inc.), Credit and Guaranty Agreement (Milan Laser Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal state or foreign Federal bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 3.01 would otherwise otherwise, taking into account the provisions of Section 3.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.013.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 47 contracts
Samples: Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 35 contracts
Samples: Credit Agreement (Loar Holdings Inc.), Credit Agreement (Loar Holdings, LLC), Credit Agreement (Regency Energy Partners LP)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.107.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 35 contracts
Samples: Credit Agreement (TiVo Corp), First Lien Credit Agreement (Global Geophysical Services Inc), Credit Agreement (Stockbridge/Sbe Investment Company, LLC)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.1011.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 28 contracts
Samples: Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Hilton Worldwide Holdings Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company other law, or any applicable state, federal Federal or foreign state bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 3.01 would otherwise otherwise, taking into account the provisions of Section 3.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.013.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Secured Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 27 contracts
Samples: Assignment and Assumption (Goldman Sachs BDC, Inc.), Pledge and Security Agreement (Barings Capital Investment Corp), Pledge and Security Agreement
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 13.01 would otherwise otherwise, taking into account the provisions of Section 13.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0113.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party the Lenders or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 23 contracts
Samples: Term Loan Agreement (Silk Road Medical Inc), Term Loan Agreement (Silk Road Medical Inc), Term Loan Agreement (Silk Road Medical Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 16 contracts
Samples: Credit Agreement (Audacy, Inc.), Credit Agreement (Entercom Communications Corp), Credit Agreement (Meredith Corp)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 13.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0113.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, the Administrative Agent, any Loan Party Lender or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 16 contracts
Samples: Credit Agreement and Guaranty (BioXcel Therapeutics, Inc.), Credit Agreement (Tpi Composites, Inc), Credit Agreement (Fractyl Health, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.1011.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 12 contracts
Samples: Credit Agreement (Bumble Inc.), Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, LLC)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.1011.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 12 contracts
Samples: Credit Agreement (NRG Energy, Inc.), Credit Agreement (CONDUENT Inc), Credit Agreement (Alight Group, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Credit Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.107.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 12 contracts
Samples: Credit Agreement (Cvent Holding Corp.), First Lien Credit Agreement (Allvue Systems Holdings, Inc.), Second Lien Credit Agreement (Allvue Systems Holdings, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other applicable Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 10 contracts
Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal state or foreign Federal bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 13.1 would otherwise otherwise, taking into account the provisions of Section 13.7, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0113.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 9 contracts
Samples: Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (AerCap Holdings N.V.), Revolving Credit Agreement (AerCap Holdings N.V.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 3.01 would otherwise otherwise, taking into account the provisions of Section 3.07, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.013.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 9 contracts
Samples: Day Bridge Loan Agreement (Xl Group PLC), Unsecured Credit Agreement (Xl Group PLC), Assignment and Assumption (Xl Group PLC)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.1011.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 8 contracts
Samples: Credit Agreement (Yellow Corp), Credit Agreement (Yellow Corp), Tranche B Term Loan Credit Agreement (YRC Worldwide Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 14.01 would otherwise otherwise, taking into account the provisions of Section 14.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0114.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Secured Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 7 contracts
Samples: Term Loan Agreement (Sanara MedTech Inc.), Loan Agreement (Treace Medical Concepts, Inc.), Loan Agreement (EyePoint Pharmaceuticals, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 10.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0110.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.1010.09) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 7 contracts
Samples: Credit Agreement (United Parks & Resorts Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.107.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 6 contracts
Samples: Credit Agreement (CSG Systems International Inc), Credit Agreement (CSG Systems International Inc), Credit Agreement (CSG Systems International Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.1011.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 6 contracts
Samples: Credit Agreement (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 10.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0110.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 6 contracts
Samples: Credit Agreement (Telesat Holdings Inc.), Credit Agreement (Telesat Holdings Inc.), Credit Agreement (Telesat Holdings Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 12.01 would otherwise otherwise, taking into account the provisions of Section 12.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0112.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, the Administrative Agent, any Loan Party Lender or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 6 contracts
Samples: Forbearance Agreement (Icagen, Inc.), Credit Agreement (Icagen, Inc.), Security Agreement (Icagen, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 13.01 would otherwise otherwise, taking into account the provisions of Section 13.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0113.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party the Lenders or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 6 contracts
Samples: Loan Agreement (Valeritas Holdings Inc.), Loan Agreement (Valeritas Holdings Inc.), Loan Agreement (Valeritas Holdings Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state state, corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.1011.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. For purposes of the foregoing, all Guarantees of such Guarantor other than the Guaranty shall be deemed to be enforceable and payable after the Guaranty.
Appears in 6 contracts
Samples: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 6 contracts
Samples: Credit Agreement (Blucora, Inc.), Credit Agreement (Redwire Corp), Credit Agreement (Redwire Corp)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, provincial, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 5 contracts
Samples: Credit Agreement (SGS International, Inc.), Credit Agreement (Linens N Things Inc), Option Credit Agreement (Linens N Things Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal state or foreign Federal bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 8.01 would otherwise otherwise, taking into account the provisions of Section 8.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under said Section 11.018.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 5 contracts
Samples: Revolving Credit Agreement (Smithfield Foods Inc), Bridge Loan and Security Agreement (Smithfield Foods Inc), Credit Agreement (Smithfield Foods Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 5 contracts
Samples: Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.), Credit Agreement (Edgen Group Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of Parent or any Subsidiary Guarantor under Section 11.01 12.01 would otherwise otherwise, taking into account the provisions of Section 12.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0112.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Parent or such Subsidiary Guarantor, the Administrative Agent, any Loan Party Lender or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 5 contracts
Samples: Forbearance Agreement (Icagen, Inc.), Forbearance Agreement (Icagen, Inc.), Forbearance Agreement (Icagen, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10Section 11.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 5 contracts
Samples: Credit Agreement (Alight, Inc. / Delaware), Credit Agreement (Alight, Inc. / Delaware), Credit Agreement (Alight, Inc. / Delaware)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 5 contracts
Samples: Credit Agreement (Portillo's Inc.), First Lien Credit Agreement (Portillo's Inc.), Second Lien Credit Agreement (Portillo's Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate state, provincial or federal corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.1011.16) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 5 contracts
Samples: Credit Agreement (Trinseo PLC), Credit Agreement (Trinseo S.A.), Credit Agreement (Trinseo S.A.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 3.01 would otherwise otherwise, taking into account the provisions of Section 3.07, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.013.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party Lender, the Administrative Agent, the Collateral Agent or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 4 contracts
Samples: Secured Credit Agreement (Xl Group PLC), Credit Agreement (Xl Group PLC), Secured Credit Agreement (Xl Group PLC)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 11.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0111.1, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Credit Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 4 contracts
Samples: Subordination and Intercreditor Agreement (Volta Inc.), Term Loan, Guarantee and Security Agreement (Volta Inc.), Guarantee and Security Agreement (EVmo, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise otherwise, taking into account the provisions of Section 11.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party the Administrative Agent, the Lenders or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 4 contracts
Samples: Credit Agreement (IsoPlexis Corp), Credit Agreement and Guaranty (IsoPlexis Corp), Credit Agreement and Guaranty (C4 Therapeutics, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 4 contracts
Samples: Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Borrower, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.1011.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 4 contracts
Samples: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 4 contracts
Samples: Credit Agreement (Change Healthcare Holdings, Inc.), Credit Agreement (Res Care Inc /Ky/), Credit Agreement (TC3 Health, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 13.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0113.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.1013.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 4 contracts
Samples: Credit Agreement (NPC Restaurant Holdings, LLC), Credit Agreement (NPC Restaurant Holdings, LLC), Franchise Agreement (NPC Operating Co B, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, the Borrower, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.1011.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 4 contracts
Samples: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right rights of contribution established in Section 11.10the Contribution, Intercompany, Contracting and Offset Agreement) that is are valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 3 contracts
Samples: Security Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.), Security Agreement (Novelis South America Holdings LLC)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 Article 2 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01Article 2, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Credit Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the any right of contribution established in Section 11.10hereunder) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 3 contracts
Samples: Johnstone Tank Trucking Ltd., Johnstone Tank Trucking Ltd., Johnstone Tank Trucking Ltd.
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 10.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0110.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.1010.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 3 contracts
Samples: Senior Secured Loan Agreement (Nielsen Holdings B.V.), Senior Secured Loan Agreement (Nielsen Holdings B.V.), Senior Secured Loan Agreement (Nielsen CO B.V.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal state or foreign Federal bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any the Guarantor under Section 11.01 1 would otherwise otherwise, taking into account the provisions of Section 9, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.011, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party Secured Party, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 3 contracts
Samples: Amended and Restated Guaranty (Iowa Telecommunications Services Inc), Amended and Restated Guaranty (Iowa Telecommunications Services Inc), Amended and Restated Guaranty (Iowa Telecommunications Services Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor or the US Borrower under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 3 contracts
Samples: Credit Agreement (Nabors Industries LTD), Credit Agreement (Nabors Industries LTD), Credit Agreement (Nabors Industries LTD)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise otherwise, taking into account the provisions of Section 11.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party the Lenders or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 3 contracts
Samples: Credit Agreement (Molecular Templates, Inc.), Credit Agreement (Zymeworks Inc.), Credit Agreement (Zymeworks Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor or Parent under Section 11.01 13.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0113.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, Parent, the Agent, any Loan Party Lender or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 3 contracts
Samples: Credit Agreement and Guaranty (Allurion Technologies, Inc.), Credit Agreement and Guaranty (Allurion Technologies Holdings, Inc.), Credit Agreement and Guaranty (Xeris Biopharma Holdings, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 10.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0110.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.1010.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 3 contracts
Samples: Credit Agreement (Tradeweb Markets Inc.), Credit Agreement (Tradeweb Markets Inc.), Credit Agreement (Tradeweb Markets Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal state or foreign Federal bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 3.01 would otherwise otherwise, taking into account the provisions of Section 3.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.013.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 3 contracts
Samples: Credit Agreement (Best Buy Co Inc), Capital Agreement (Louisiana Generating LLC), Credit Agreement (Tele Norte Celular Participacoes Sa)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 14.01 would otherwise otherwise, taking into account the provisions of Section 14.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0114.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Secured Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 3 contracts
Samples: Term Loan Agreement (P3 Health Partners Inc.), Term Loan Agreement (Alignment Healthcare, Inc.), Term Loan Agreement (Alignment Healthcare, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 9.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.019.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.109.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 3 contracts
Samples: Bridge Loan Agreement (Lyondell Chemical Co), Bridge Loan Agreement (Lyondell Chemical Co), Bridge Loan Agreement (Lyondell Chemical Co)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 12.01 would otherwise otherwise, taking into account the provisions of Section 12.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0112.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party the Lenders or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 3 contracts
Samples: Term Loan Agreement (Corium International, Inc.), Term Loan Agreement (Corium International, Inc.), Term Loan Agreement (Corium International, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state state, corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.107.09) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Bankrate, Inc.), Revolving Credit Agreement (Bankrate, Inc.), Revolving Credit Agreement (Bankrate, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law Legal Requirement affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 3 contracts
Samples: Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any other Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.1011.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement (DJO Finance LLC), Credit Agreement (DJO Finance LLC)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of the Borrower or any Subsidiary Guarantor under Section 11.01 12.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0112.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantorthe Subsidiary Guarantors, any Loan Party the Agent, the Lenders or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement and Guaranty (Adma Biologics, Inc.), Credit Agreement and Guaranty (Adma Biologics, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 SECTION 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01SECTION 7.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Ply Gem Industries Inc), Credit Agreement (Ply Gem Industries Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 8.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.018.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.108.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Bridge Loan Agreement (Allis Chalmers Energy Inc.), Credit Agreement (Geokinetics Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such 188 liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right rights of contribution established in Section 11.10) the Contribution, Intercompany, Contracting and Offset Agreement that is are valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Security Agreement (Novelis South America Holdings LLC), Credit Agreement (Novelis Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. Section 11.09.
Appears in 2 contracts
Samples: Credit Agreement (Redwire Corp), Credit Agreement (Redwire Corp)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state or provincial corporate limited partnership or limited liability company law, or any applicable foreign, state, provincial or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 5.01 would otherwise otherwise, taking into account the provisions of Section 5.09, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.015.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party the Secured Parties or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Brookfield Infrastructure Partners L.P.), Credit Agreement (Brookfield Infrastructure Partners L.P.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.107.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Any Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Nabors Industries LTD), Credit Agreement (Nabors Industries LTD)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any the Guarantor under Section 11.01 Article 2 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01Article 2, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such the Guarantor, any Loan Credit Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the any right of contribution established in Section 11.10hereunder) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Johnstone Tank Trucking Ltd., Johnstone Tank Trucking Ltd.
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Term Loan Agreement (Nabors Industries LTD), Credit Agreement (Nabors Industries LTD)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.107.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement (CSG Systems International Inc), Credit Agreement (CSG Systems International Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 2.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.012.1, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any other Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.102.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Intercreditor Agreement (Philadelphia Energy Solutions Inc.), Credit Agreement (Philadelphia Energy Solutions Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal state or foreign Federal bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 6.01 would otherwise otherwise, taking into account the provisions of Section 6.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.016.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Premier Parks Inc), Credit Agreement (Excelcom Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate state, provincial or federal corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.1011.23) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Styron Canada ULC), Credit Agreement (Trinseo S.A.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any other Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.107.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Assignment and Assumption (Philadelphia Energy Solutions Inc.), Assignment and Assumption (Philadelphia Energy Solutions Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 3.01 would otherwise otherwise, taking into account the provisions of Section 3.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.013.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Cambrex Corp), Credit Agreement (Cambrex Corp)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal state or foreign Federal bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.01 would otherwise otherwise, taking into account the provisions of Section 7.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Fly Leasing LTD), Senior Secured Credit Agreement (Fly Leasing LTD)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Limited Guarantor under Section 11.01 11.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0111.1, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such the Limited Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Accession Agreement (Solarcity Corp), Accession Agreement (Solarcity Corp)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 11.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0111.1, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Credit Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.. 11.9
Appears in 2 contracts
Samples: Loan Agreement (Volta Inc.), Loan Agreement (Volta Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 7.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.1, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.107.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Stockholders’ Agreement (Gsi Commerce Inc), Stockholders’ Agreement (Gsi Commerce Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 3.01 would otherwise otherwise, taking into account the provisions of Section 3.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.013.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party Lender, the Administrative Agent, the Collateral Agent or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Krispy Kreme Doughnuts Inc), First Lien Credit Agreement (Krispy Kreme Doughnuts Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company lawLaw, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor Grantor under Section 11.01 2.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.012.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such GuarantorGrantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.102.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. For purposes of the foregoing, all guarantees of such Grantor other than the Guaranty shall be deemed to be enforceable and payable after the Guaranty.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (CorePoint Lodging Inc.), Guaranty and Security Agreement (CorePoint Lodging Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.107.11) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Revolving Syndicated Facility Agreement (Tronox LTD), Revolving Syndicated Facility Agreement (Tronox LTD)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state state, corporate limited partnership or limited liability company other law, or any applicable state, federal Federal or foreign state bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 7.1 would otherwise otherwise, taking into account the provisions of Section 7.8, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Secured Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Guarantee and Security Agreement (FS Energy & Power Fund), Guarantee and Security Agreement (American Capital, LTD)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the 145 rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, U.S. or non-U.S. state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 12.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0112.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, the Agent, any Loan Party Lender or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Loan and Security Agreement (ATAI Life Sciences N.V.), Loan and Security Agreement (Eloxx Pharmaceuticals, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, U.S. or non-U.S. state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 13.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0113.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, the Administrative Agent, any Loan Party Lender or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement and Guaranty (Menlo Therapeutics Inc.), Credit Agreement and Guaranty (Foamix Pharmaceuticals Ltd.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.107.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Kendle International Inc), Credit Agreement (HealthSpring, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 14 would otherwise otherwise, taking into account the provisions of Section 14.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0114, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Secured Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Term Loan Agreement (NeuroPace Inc), Term Loan Agreement (NeuroPace Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0111.09, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the right of contribution established in Section 11.10, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Global Eagle Entertainment Inc.), Credit Agreement (Global Eagle Entertainment Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 SECTION 10.01 would otherwise otherwise, taking into account the provisions of SECTION 10.02, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01SECTION 10.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party Guaranty Beneficiary or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (Enstar Group LTD)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 11.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0111.1, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Accession Agreement (Vivint Solar, Inc.), Loan Agreement (Vivint Solar, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal state or foreign Federal bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 2.01 would otherwise otherwise, taking into account the provisions of Section 2.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.012.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party the Administrative Agent, the Lenders or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Pledge and Security Agreement (Iridium Facilities Corp), Subsidiary Guarantee Agreement (Iridium Operating LLC)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of Holdings or any Subsidiary Guarantor under Section 11.01 13.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0113.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by Holdings or such Subsidiary Guarantor, the Administrative Agent, any Loan Party Lender or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Pear Therapeutics, Inc.), Credit Agreement (Pear Therapeutics, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal state or foreign Federal bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 2.01 would otherwise otherwise, taking into account the provisions of Section 2.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under said Section 11.012.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Agent or Secured Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Guarantee and Security Agreement (Nextel Communications Inc), Guarantee and Security Agreement (Nextel Communications Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal state or foreign Federal bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 8.01 would otherwise otherwise, taking into account the provisions of Section 8.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under said Section 11.018.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party Lender, any Issuing Bank, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Terra Industries Inc), Credit Agreement (Terra Industries Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate limited partnership or limited liability company law, or any applicable state, state or federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise otherwise, taking into account the provisions of Section 11.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party the Administrative Agent, the Lenders or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Security Agreement (Chembio Diagnostics, Inc.), Credit Agreement (Agile Therapeutics Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal state or foreign Federal bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 6.01 would otherwise otherwise, taking into account the provisions of Section 6.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.016.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party Lender, or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Entertainment Properties Trust), Credit Agreement (Entertainment Properties Trust)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors Lenders generally, if the obligations Obligations of any Guarantor under Section 11.01 Article XV would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01Article XV, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party Obligor or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10liability under this Guaranty) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 1 contract
Samples: Loan and Security Agreement (Cross Country Healthcare Inc)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate corporate, limited partnership or limited liability company lawLaw, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Limited Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such the Limited Guarantor, any Loan Party or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 1 contract
Samples: Credit Agreement (Solarcity Corp)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable 123 state, provincial, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.017.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 1 contract
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or 228 other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 1 contract
Samples: Credit Agreement (Uniti Group Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 5.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.015.1, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party Obligor or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.105.7) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 1 contract
Samples: Guarantee and Security Agreement (J.M. Tull Metals Company, Inc.)
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal state or foreign Federal bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 10.01 would otherwise otherwise, taking into account the provisions of Section 10.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.0110.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such any Guarantor, any Loan Party Lender, the Agent or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
Appears in 1 contract
General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal state or foreign Federal bankruptcy, insolvency, reorganization or other Law law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 11.01 6.01 would otherwise otherwise, taking into account the provisions of Section 6.08, be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.016.01, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Guarantor, any Loan Party Lender, the Administrative Agent or any other personPerson, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated Credit Agreement to the claims of other creditors as determined in such action or proceeding.
Appears in 1 contract
Samples: Credit Agreement (Premier Parks Inc)
