Australian Terms Clause Samples

Australian Terms. In this Agreement, where it relates to an Australian Loan Party or Collateral which is subject to the laws of Australia, a reference to: (a) Account Debtor" or "Customer" also includes any "account debtor" as defined in section 10 of the Australian PPSA; (b) where used in the context of Receivables of the Loan Parties, in respect of any Receivables taken to be located in Australia, "account" as defined in section 10 of the Australian PPSA;

Australian Terms. (a) Unless the context requires otherwise, a reference to “Australia” shall include the Commonwealth of Australia and each State or Territory of the Commonwealth of Australia (and “Australian” shall have a corresponding meaning).

Australian Terms. Without prejudice to the generality of any provision of this Agreement, in this Agreement where it relates to an Australian Loan Party or any of its Subsidiaries incorporated under the laws of Australia or any state or territory thereof, a reference in this Agreement to:

Australian Terms. In this Agreement or any other Loan Document, where it relates to an Australian Guarantor or a Person or entity incorporated or established under the laws of Australia (or the state or territories thereof), and, in respect of paragraph (b), includes any Person granting a Lien over assets subject to Australian law, a reference to (a) a “Subsidiary” includes a subsidiary within the meaning of Part 1.2 Division 6 of the Australian Corporations Act, and for the avoidance of doubt (i) a trust may be a Subsidiary, for the purposes of which a unit or other beneficial interest will be regarded as a share, (ii) an entity may be a Subsidiary of a trust if it would have been a Subsidiary if that trust were a corporation, and (iii) includes an entity that is a Subsidiary of another entity if controlled by that other entity for the purposes of section 50AA of the Australian Corporations Act, (b) “receiver” includes an administrator, administrative receiver and controller within the meaning given in section 9 of the Australian Corporations Act, (c) “bankruptcy” includes administration, (d) “liquidation” includes, other than for the purpose of a solvent reconstruction or amalgamation previously approved by the Lenders, winding up, (e) a Person being unable, or admitting inability, to pay its debts as they become due includes such Person (i) being, or being presumed or deemed under applicable law to be, insolvent (including being insolvent for the purposes of section 95A of the Australian Corporations Act), (ii) becoming, or taking any step that could result in it becoming, an insolvent under administration (as defined in section 9 of the Australian Corporations Act); (iii) suspending making payment on its debts or being subject to a moratorium; (iv) by reason of actual or anticipated insolvency, commencing negotiations with one or more of its creditors with a view to rescheduling its Indebtedness; or (v) has any step taken under the provisions of the Australian Corporations Act to deregister it.

Australian Terms. In this Agreement, where it relates to a person or entity incorporated or established under the laws of Australia and including, for the avoidance of doubt, the Australian Co-Obligors, a reference to (a) a person being insolvent means such person being insolvent within the meaning of section 95A of the Australian Corporations Act or otherwise subject to an Australian Insolvency Proceeding, (b) a lien or security interest includes any “security interest” as defined in the Australian PPSA, charge, mortgage, lien or pledge and (c) a deposit account includes an “ADI Account” as defined in section 10 of the Australian PPSA.”

Australian Terms. Without prejudice to the generality of any provision of this Agreement, in this Agreement where it relates to the Australian Borrower, a reference in this Agreement to: (a) “Affiliate” has the meaning given to it in section 50AA of the Australian Corporations Act; (b) “Controller”, “receiver” or “receiver manager” has the meaning given to it in section 9 of the Australian Corporations Act; and (c) “Subsidiary” means a subsidiary within the meaning given in Part 1.2 Division 6 of the Australian Corporations Act.

Australian Terms. (a) Without prejudice to the generality of any provision of this Agreement, in this Agreement where it relates to the Australian Security Trust Deed, an Australian Security Document governed by Australian law, an Australian Loan Party or any of their Subsidiaries incorporated under the laws of Australia or any state or territory thereof: (i) references in this Agreement to ‘Account’, ‘Account Debtor’, ‘Inventory’ and ‘Securities Account’ includes the meaning of those terms under section 10 of the Australian PPSA; (ii) a reference in this Agreement to ‘Deposit Accounts’ also includes ‘ADI Accounts’ as that term is defined in the Australian PPSA; (iii) a reference in this Agreement to ‘Equity Interests’ also includes any ‘financial property’ as that term is defined in the Australian PPSA; (iv) with respect to any reference to Affiliate, “control” has the meaning given to it in section 50AA of the Australian Corporations Act; (v) “Controller”, “receiver” or “receiver and manager” has the meaning given to it in section 9 of the Australian Corporations Act; and (vi) “Subsidiary” means a subsidiary within the meaning given in Part 1.2 Division 6 of the Australian Corporations Act.

Australian Terms. Without prejudice to the generality of any provision of this Agreement, in this Agreement where it relates to an Australian Loan Party or any Australian Subsidiaries, a reference in this Agreement to: (a) “Account Debtor” also includes any “account debtor” as defined in section 10 of the Australian PPSA; (b) “Accounts” also includes any “account” as defined in section 10 of the Australian PPSA; (c) “Affiliate” has the meaning given to it in section 50AA of the Australian Corporations Act; (d) “Controller”, “receiver” or “receiver manager” has the meaning given to it in section 9 of the Australian Corporations Act; (e) “GAAP” means accounting principles and practices consistently applied which are generally accepted in Australian and are consistent with any applicable legislation, including instruments in force under section 334 of the Australian Corporations Act and provisions of such instruments; and (f) “Subsidiary” means a subsidiary within the meaning given in Part 1.2 Division 6 of the Australian Corporations Act. 1.11

Australian Terms. In this Agreement, where it relates to an Australian Loan Party or Collateral which is subject to the laws of Australia, a reference to: