Limitations on Guarantee. The provisions of the Guarantee under this Article VIII are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guarantee would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under this Guarantee, then, notwithstanding any other provision of this Guarantee to the contrary, the amount of such liability shall, without any further action by the Guarantors, the Administrative Agent, any Lender or any Lender Counterparty, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum Liability”). This Section 8.10 with respect to the Maximum Liability of the Guarantors is intended solely to preserve the rights of the Administrative Agent, Lenders and Lender Counterparties hereunder to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other Person shall have any right or claim under this Section 8.10 with respect to the Maximum Liability, except to the extent necessary so that none of the obligations of any Guarantor hereunder shall not be rendered voidable under applicable law.
Limitations on Guarantee. This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Section 678 or 679 of the Companies Xxx 0000.
Limitations on Guarantee. (a) In the case of any New Guarantor that has executed this Supplemental Indenture and that is organized and existing under the laws of Belgium (a “Belgian Guarantor”):
Limitations on Guarantee. Notwithstanding anything herein to the contrary, the guarantee provided herein shall be limited to the Shares, which Shares, simultaneously with the execution hereof, shall be delivered in proper form for transfer to Sullivan & Worcester, as escrow agent (the "ESCROW AGENT"), maintaininx xxx xscrow account (the "ESCROW") pursuant to the Stock Purchase and Escrow Agreement, dated as of the date hereof (the "ESCROW AGREEMENT") among the Guarantors, Investor, and the Escrow Agent. Other than the Shares and any other Collateral (as hereinafter defined) of each Guarantor, Investor expressly acknowledges that such Guarantor shall have no obligations or liability to Investor or to any other entity with respect to the Note or the obligations of Borrower thereunder, and Investor expressly waives all other causes of action against such Guarantor with respect to the Note and the obligations of Borrower thereunder. Investor and each Guarantor acknowledge that Investor shall be entitled to withdraw Shares from the Escrow, and the number of Shares in the Escrow shall thereby be decreased, upon conversion of the Note pursuant to Section 2(b)(ii), 6(a), and/or 8 thereof and Section 4.03 of the Escrow Agreement.
Limitations on Guarantee. Notwithstanding any other provision of this Guarantee, Xxxxxxx'x liability hereunder is limited as follows:
Limitations on Guarantee. The Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions contemplated by the Finance Documents (including utilisations thereunder).
Limitations on Guarantee. 69 Article IX Events of Default............................................................................................................ 70 Article X The Administrative Agent................................................................................................. 72 Article XI Miscellaneous................................................................................................................. 74 Section 11.01... Notices......................................................................................................... 74
Limitations on Guarantee. The obligations of each Subsidiary Guarantor under its Guarantee are limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, will result in the obligations of such Subsidiary Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under any laws of the United States, any state of the United States or the District of Columbia. Section 10.03.
Limitations on Guarantee. 7 SECTION 3. GRANT OF SECURITY INTEREST.............................................................. 8
Limitations on Guarantee. Notwithstanding anything to the ------------------------ contrary contained in this Agreement, other than with respect to Recourse Amounts, unless at the time that the Agent, for the ratable benefit of the Lenders, asserts a claim hereunder or at any time thereafter (the occurrence of any such event or state of facts, a "Recourse Event"): (a) any event or act -------------- described in Section 7(f) of the Credit Agreement shall have occurred, (b) the Company shall have breached any covenant contained in Section 5.1(a) or Section 5.2 of the Credit Agreement and, if the same is susceptible of cure, the same shall not have been cured within thirty (30) days after written notice thereof from the Agent, (c) any representation or warranty made or deemed made by a Guarantor herein or in any other Loan Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection this Agreement or any such other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or (d) any Credit Party shall default in the observance or performance of any agreement contained in Section 5 of this Agreement; the recourse of the Agent, on behalf of the Lenders pursuant to this Section 2, shall be limited to the Collateral hereunder pledged by the Company and the REIT, the Pledged G&L Interests, the Capital Stock of the REIT Subsidiaries and related Collateral.
