Additional Principles Sample Clauses
Additional Principles. The Agreed Security Principles embody the recognition by all parties that there may be certain legal and practical difficulties in obtaining effective or commercially reasonable guarantees and/or security from all relevant Foreign Subsidiaries in each jurisdiction in which it has been agreed that guarantees and security will be granted by those members. In particular:
(a) general legal and statutory limitations, regulatory restrictions, financial assistance, anti-trust and other competition authority restrictions, corporate benefit, fraudulent preference, equitable subordination, “transfer pricing”, “thin capitalisation” (and in particular, guarantees and security shall not result in all or part of the Note Obligations being considered related debt for thin capitalisation purposes), “earnings stripping”, “exchange control restrictions”, “capital maintenance” rules and “liquidity impairment” rules, tax restrictions, retention of title claims, employee consultation or approval requirements and similar principles may limit the ability of a Foreign Subsidiary to provide a guarantee or security or may require that the guarantee or security be limited as to amount or otherwise and, if so, the guarantee or security will be limited accordingly, provided that, to the extent requested by the Trustee or the Collateral Agent (in each case, acting at the direction of the Required Noteholder Parties) before signing any applicable security or accession document, the relevant Foreign Subsidiary shall use reasonable endeavors (for a period of not more than ten (10) Business Days but without incurring material cost and without adverse impact on relationships with third parties) to overcome any such obstacle or otherwise such guarantee or Security Document shall be subject to such limit;
(b) a key factor in determining whether or not a guarantee or security will be taken (and in respect of the security, the extent of its perfection and/or registration) is the applicable time and cost (including adverse effects on taxes, interest deductibility, stamp duty, registration taxes, notarial costs guarantee fees payable to any person that is not the Issuer or a Subsidiary thereof and all applicable legal fees) which will not be disproportionate to the benefit accruing to the Secured Parties of obtaining such guarantee or security, as determined in good faith by Issuer;
(c) subject always to sections 4 and 6 above, Foreign Subsidiaries will not be required to give guarantees or enter...
Additional Principles. (a) These Agreed Security Principles embody recognition by all parties to the Indenture to which these Agreed Security Principles are attached (the “Indenture”) that there may be certain legal and practical difficulties in granting and/or taking guaranties from Foreign Guarantors, and/or granting and/or providing an effective security interest by the Foreign Guarantors in the jurisdictions in which they are organized. In particular, guarantees shall not be granted by any Foreign Guarantors and liens on or security interests in any assets and/or property shall not be created or perfected to the extent that (as applicable):
(i) the cost (including adverse effects on taxes (including, in the Company’s reasonable discretion in respect of the Group, its investors and/or its shareholders (including the Investors)), burden, difficulty or consequence (including any adverse effect on the ability of such Person to conduct its operations and business in the ordinary course) of obtaining or perfecting a security interest therein (including, without limitation, the cost of title insurance, surveys or flood insurance (if necessary)) outweighs the practical benefit afforded thereby or is excessive in light of the practical benefit of the security afforded thereby, in each case, as reasonably determined by the Company. Further, the Trustee, the Notes Collateral Agent and Holders acknowledge and agree that the maximum amount of the First Lien Notes Obligations that may be guaranteed by any Foreign Guarantor, and the Collateral that may be provided by any Foreign Guarantor, may be limited to minimize stamp duty, notarization, registration or other applicable fees, taxes and duties and to minimize adverse effects on the ability of any Foreign Guarantor to obtain or maintain local facilities or other financing arrangements, including any factoring or similar arrangement, in each case, not prohibited under the Indenture where the benefit to the First Lien Secured Parties of increasing the guaranteed or secured amount is disproportionate to the cost of such fees, taxes, duties and adverse effects; or
(ii) the Company or another Foreign Guarantor, as applicable, subject to using commercially reasonable efforts, is unable to demonstrate that adequate corporate benefit accrues to the Company or each relevant Foreign Guarantor, as applicable, and are unable to overcome any such other limitations to the extent reasonably practicable
(iii) general legal and statutory limitations, reg...
Additional Principles. The Agreed Security Principles embody the recognition by all parties that there may be certain legal and practical difficulties in obtaining effective or commercially reasonable guarantees and/or security from all relevant members of the Group in each jurisdiction in which it has been agreed that guarantees and security will be granted by those members. In particular:
(a) general legal and statutory limitations, regulatory restrictions, financial assistance, anti-trust and other competition authority restrictions, corporate benefit, fraudulent preference, equitable subordination, “transfer pricing”, “thin capitalisation”, “earnings stripping”, “controlled foreign corporation” and other tax restrictions, “exchange control restrictions”, “capital maintenance” rules and “liquidity impairment” rules, tax restrictions, retention of title claims, employee consultation or approval requirements and similar principles may limit the ability of a member of the Group to provide a guarantee or security or may require that the guarantee or security be limited as to amount or otherwise and, if so, the guarantee or security will be limited accordingly, provided that, to the extent requested by the Security Agent before signing any applicable security or accession document, the relevant member of the Group shall use reasonable endeavours (for a period of not more than twenty (20) Business Days but without incurring material cost and without adverse impact on relationships with third parties) to overcome any such obstacle or otherwise such guarantee or security document shall be subject to such limit;
Additional Principles. This Administrative Arrangement is not intended to create any legally binding obligations. This Administrative Arrangement will be carried out only within the framework of the Agreement and the respective legislation of the two countries.
Additional Principles. These Agreed Security Principles embody the recognition by all parties that there may be certain legal and practical difficulties in obtaining effective or commercially reasonable guarantees and/or security from Foreign Guarantors in each jurisdiction in which it has been agreed that guarantees and security will be granted by those Foreign Guarantors. In particular:
Additional Principles. The Agreed Security Principles embody the recognition by all parties that there may be certain legal and practical difficulties in obtaining effective or commercially reasonable guarantees and/or security from the Parent and all relevant Restricted Subsidiaries in each jurisdiction in which it has been agreed that guarantees and security will be granted by those members. In particular:
Additional Principles. Additional principles may be added as deemed appropriate by the Parties from time to time.
Additional Principles. If requested by the Majority Existing Lenders or the Majority New Lenders, the Collateral Agency and Intercreditor Agreement shall be revised in a manner satisfactory to all parties, acting reasonably, to reflect the following additional concepts:
Additional Principles. The Union and the Agency further agree to the following principles:
A. Assign Work and Direct Employees: This Agreement is not to be interpreted or applied by the Union or by an arbitrator to prevent, limit or interfere with management's reserved right to assign work, including determining the method and manner to assign work and direct employees, except as provided by 5 USC 7106(b)(2) and (3).
B. Working Conditions: This Agreement is not to be interpreted or applied by the Union or by an arbitrator to prevent, limit or interfere with management's reserved right to determine the day-to-day circumstances under which an employee performs his or her job.
Additional Principles. This Administrative Arrangement will be carried out only within the framework of the Agreement and the respective applicable legislation of the two countries.