Austrian Matters Sample Clauses

Austrian Matters. (a) Notices with respect to Austria. Each party to this Agreement agrees that it will (i) only send notices and other written references to this Agreement or any other Credit Document (the Agreement, the Credit Documents and any notices or other written references to the Agreement or any other Credit Document, each, a "Stamp Duty Sensitive Document") to or from Austria by email which do not contain the signature of any party (whether manuscript or electronic, including, for the avoidance of doubt, the name of an individual or other entity) and (ii) not send fax or scanned copies of a signed Stamp Duty Sensitive Document to or from Austria.
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Austrian Matters. Each party hereto is reminded of its obligations under Section 9.20 of the Credit Agreement and confirms that it will execute this Amendment outside the Republic of Austria, it will not send any notice or other communication in respect of this Amendment into or from the Republic of Austria and it will not send to or otherwise produce in Austria an original copy, notarised copy or certified copy of this Amendment.
Austrian Matters. 142 SECTION 9.21. German thin capitalisation certificates.................... 143 SCHEDULES: Schedule 1.01(a) -- Applicable Assets of the European J.V. Schedule 1.01(b) -- Applicable Assets of German Grantors Schedule 1.01(c) -- Applicable Assets of Luxembourg Grantors Schedule 1.01(d) -- Applicable Assets of UK Grantors Schedule 1.01(e) -- Applicable Assets of French Grantors Schedule 1.01A -- US Consent Subsidiaries Schedule 1.01B -- Senior Subordinated-Lien Indebtedness Schedule 2.01 -- Commitments Schedule 3.10 -- Subsidiaries Schedule 4.01 -- Post-Effective Date Delivery Requirements Schedule 4.01(b) -- Required Opinions Schedule 4.01(i) -- Pledged J.V. Subsidiaries Schedule 6.06 -- Existing Liens EXHIBITS: Exhibit A -- Form of Borrowing Request Exhibit B -- Form of Continuation Request Exhibit C-1 -- Form of Promissory Note for ABT Loans Exhibit C-2 -- Form of Promissory Note for German Loans Exhibit D -- Form of Assignment and Assumption Exhibit E-1 -- Form of Opinion of Goodyear's Outside Counsel Exhibit E-2 -- Form of Opinion of the General Counsel, the Associate General Counsel or an Assistant General Counsel of Goodyear Exhibit F -- Form of Verification Letter Exhibit G -- Form of Affiliate Authorization Exhibit H -- Mandatory Costs Rate Exhibit I -- Form of Tax Certificate AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of April 20, 2007, among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR GMBH & CO. KG; DUNLOP GMBH & CO. KG; GOODYEAR LUXEMBOURG TIRES S.A.; the LENDERS party hereto; X.X. XXXXXX EUROPE LIMITED, as Administrative Agent; and JPMORGAN CHASE BANK, N.A., as Collateral Agent. Goodyear and the Borrowers have requested the Lenders, and the Lenders are willing, to amend and restate the Existing Credit Agreement to continue and modify the revolving credit facilities provided for therein to enable the Borrowers to (a) borrow ABT Loans at any time and from time to time during the ABT Availability Period in an aggregate principal amount not in excess of E350,000,000 at any time outstanding, (b) borrow German Loans at any time and from time to time during the German Availability Period in an aggregate principal amount not in excess of E155,000,000 at any time outstanding, (c) obtain Letters of Credit under the ABT Commitments at any time and from time to time during the ABT Availability Period in an aggregate stated amount not in excess of E50,000,000 at any time o...
Austrian Matters. 104 SCHEDULES: Schedule 1.01A -- Consent Subsidiaries Schedule 1.01B -- Mortgaged Properties Schedule 1.01C -- Senior Subordinated-Lien Indebtedness Schedule 2.01 -- Lenders on the Restatement Date Schedule 3.10(b) -- Mortgaged Properties Schedule 3.10(c) -- Material Intellectual Property Schedule 4.01 -- Post-Restatement Date Delivery Requirements Schedule 6.06 -- Existing Liens EXHIBITS: Exhibit A -- Form of Borrowing Request Exhibit B -- Form of Interest Election Request Exhibit C -- Form of Promissory Note Exhibit D -- Form of Assignment and Assumption Exhibit E-1 -- Form of Opinion of Borrower's Outside Counsel Exhibit E-2 -- Form of Opinion of the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Borrower Exhibit F -- Form of Reaffirmation Agreement Exhibit G -- Form of Restatement Date Perfection Certificate
Austrian Matters 

Related to Austrian Matters

  • Labour Matters No material work stoppage, strike, lock-out, labour disruption, dispute, grievance, arbitration, proceeding or other conflict with the employees of the Corporation or the Subsidiaries currently exists or, to the knowledge of the Corporation, is imminent or pending and the Corporation and the Subsidiaries are in material compliance with all Applicable Law respecting employment and employment practices, terms and conditions of employment and wages and hours.

  • Fiscal Matters 14 Section 4.11

  • Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc The execution, delivery and performance by each Credit Party of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any Applicable Law relating to any Credit Party where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Credit Party, (c) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, other than (i) consents, authorizations, filings or other acts or consents previously obtained or for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) consents or filings under the UCC or other security filings.

  • Litigation; Jurisdiction; Other Matters; Waivers (a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE AGENT AND THE BORROWER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, THE NOTES, OR ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.

  • Procedural Matters The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in such proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy following an Event of Default will not impair the right or remedy or constitute a waiver of, or acquiescence in, such Event of Default. All remedies will be cumulative to the extent permitted by law.

  • Guaranty Matters The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

  • Compliance of Loan Documents with Laws, Etc The execution, delivery and performance of this Agreement, the Notes and the other Loan Documents to which the Borrower or any other Loan Party is a party in accordance with their respective terms and the borrowings and other extensions of credit hereunder do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of the Borrower or any other Loan Party, or any indenture, agreement or other instrument to which the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower or any other Loan Party.

  • Actions in Respect of Letters of Credit (a) If, at any time and from time to time, any Letter of Credit shall have been issued hereunder and an Event of Default shall have occurred and be continuing, then, upon the occurrence and during the continuation thereof, the Administrative Agent, after consultation with the Lenders, may, and upon the demand of the Required Lenders shall, whether in addition to the taking by the Administrative Agent of any of the actions described in this Article or otherwise, make a demand upon the Borrower to, and forthwith upon such demand (but in any event within ten (10) days after such demand) the Borrower shall, pay to the Administrative Agent, on behalf of the Lenders, in same day funds at the Administrative Agent’s office designated in such demand, for deposit in a special cash collateral account (the “Letter of Credit Collateral Account”) to be maintained in the name of the Administrative Agent (on behalf of the Lenders) and under its sole dominion and control at such place as shall be designated by the Administrative Agent, an amount equal to the amount of the Letter of Credit Outstandings (taking into account any amounts then on deposit in the Letter of Credit Collateral Account) under the Letters of Credit. Interest shall accrue on the Letter of Credit Collateral Account at a rate equal to the rate on overnight funds.

  • Compliance of Loan Documents with Laws The execution, delivery and performance of this Agreement and the other Loan Documents to which any Loan Party is a party in accordance with their respective terms and the borrowings and other extensions of credit hereunder do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of any Loan Party, or any indenture, agreement or other instrument to which the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the other Lender Parties.

  • Organizational Matters 16 Section 2.1. Organization.....................................................16 Section 2.2. Name ............................................................16 Section 2.3. Resident Agent; Principal Office.................................16 Section 2.4.

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