Austrian Stamp Duty. 16.1 The parties to this Agreement (each a “Party” and together the “Parties”) shall perform their obligations under or in connection with the Agreement exclusively at the Place of Performance (as defined below), but in no event at a place in Austria and the performance of any obligations or liability under or in connection with the Agreement within the Republic of Austria shall not constitute discharge or performance of such obligation or liability. For the purposes of the above, “Place of Performance” means: (i) in relation to any payment under or in connection with the Agreement, the place at which such payment is to be made pursuant to the Credit Documents; and (ii) in relation to any other obligation or liability under or in connection with the Agreement, the premises of the Administrative Agent or the Indenture Trustee (as the case may be) in New York or any other place outside of Austria as the Administrative Agent or the Indenture Trustee (as the case may be) may specify from time to time. Any payment made under or in connection with the Agreement shall be made from and to an account outside of Austria.
Austrian Stamp Duty. Notwithstanding any other provisions in any of the Credit Documents, if any liability to pay Austrian stamp duties is triggered:
(i) as a result of a party to this Agreement (1) breaching its obligations under paragraph (a), (b) or (d) of this Section, or (2) booking its Loans or making or accepting performance of any rights or obligations under this Agreement or any of the other Credit Documents through an entity organized under the laws of the Republic of Austria or a branch or an Affiliate, located or organized in the Republic of Austria, of an entity organized under the laws of a jurisdiction other than the Republic of Austria, that party shall pay such stamp duties; and
(ii) in circumstances other than those described in clause (i) of this paragraph (c), the Borrower shall be liable for the payment of all such stamp duties.
Austrian Stamp Duty. (a) No party to this Senior Notes Indenture shall bring or send to, or otherwise produce in, Austria a Stamp Duty Sensitive Document or communicate in writing other than in compliance with the Stamp Duty Guidelines, in each case other than in the event that:
(i) it does not cause a liability of a party to this Senior Notes Indenture to pay stamp duty in the Republic of Austria;
(ii) a party to this Senior Notes Indenture wishes to enforce any of its rights under or in connection with a Stamp Duty Sensitive Document in any form of proceedings in the Republic of Austria and is only able to do so by bringing or sending to, or otherwise producing in, Austria a Stamp Duty Sensitive Document and it would not be sufficient for that party to bring or send to, or otherwise produce in, Austria a document that is not a Stamp Duty Sensitive Document (e.g. a simple/uncertified copy (i.e. a copy which is not an original, notarised or certified copy) of the relevant Stamp Duty Sensitive Document) for the purposes of such enforcement; in furtherance of the foregoing, no party to this Senior Notes Indenture shall (A) object to the introduction into evidence of an uncertified copy of any Stamp Duty Sensitive Document or raise a defence to any action or to the exercise of any remedy on the basis of an original or certified copy of any Stamp Duty Sensitive Document not having been introduced into evidence, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document and (B) if such party is a party to proceedings before an Austrian court or authority, contest the authenticity (Echtheit) of an uncertified copy of any such Stamp Duty Sensitive Document, unless such uncertified copy actually introduced into evidence does not accurately reflect the content of the original document; or
(iii) a party to this Senior Notes Indenture is required by law, governmental body, court, authority or agency pursuant to any legal requirement (whether for the purposes of initiating, prosecuting, enforcing or executing any claim or remedy or enforcing any judgment or otherwise) to bring or send a Stamp Duty Sensitive Document into, or otherwise produce a Stamp Duty Sensitive Document in, the Republic of Austria.
(b) The Issuers and the Senior Note Guarantors shall indemnify the Trustee, Principal Paying Agent, Transfer Agent, Registrar and each noteholder against any cost, loss or liability in respect of Austrian stamp duty unless...
Austrian Stamp Duty. (i) None of the parties shall: (a) bring an original or certified copy of this Agreement or any other document that contains any written confirmation or written reference to this Agreement (“Ersatzbeurkundung” or “rechtsbezeugende Urkunde”) into the Republic of Austria; or (b) produce a document that contains any written confirmation or written reference to this Agreement within the Republic of Austria.
(ii) The parties acknowledge that the bringing of this Agreement or any other document containing any written confirmation or any written reference to this Agreement (“Ersatzbeurkundung” or “rechtsbezeugende Urkunde”) into the Republic of Austria or the production of any other document containing written confirmation or any written reference to this Agreement within the Republic of Austria may cause the imposition of Austrian stamp duty (“Rechtsgeschäftsgebühren”).
(iii) Any Party intentionally or negligently bringing or causing any other person (other than a Party) to bring this Agreement, either as an original or a certified copy, or any other written confirmation or written reference to this Agreement in another document, into the Republic of Austria or producing any other document containing any written confirmation or written reference to this Agreement within the Republic of Austria shall be solely liable for any stamp duty resulting therefrom. In any case, the parties agree not to contest the validity of an uncertified copy of this Agreement in any court in Austria.
(iv) Without prejudice to the provisions of clause 15.14.2 (i) to (iii) of the Agreement and clause 8.3 of the Local Transfer Document for the Austrian Business Transfer, any Austrian stamp duty that arises as a direct result of actions by the Seller or member of the Sellers’ Group during the process of obtaining the consent of the landlord under Clause 4.4 shall be the sole responsibility of the Sellers. For the avoidance of doubt the Sellers shall not be liable for such stamp duty where the liability arises as a result of any action or inaction by (i) any Group Company post Completion (ii) any Purchaser or (iii) any member of a Purchaser’s group, including in particular the bringing into Austria / printing out in Austria of any relevant documents, faxes or emails. The Purchasers shall be satisfied with simple copies of any consents given in writing (if any).
(v) The parties agree that, without prejudice to the above and to the equivalent provisions on the Local Transfer Document for the...
Austrian Stamp Duty. (a) No party to this Senior Notes Indenture shall bring or send to, or otherwise produce in, Austria a Stamp Duty Sensitive Document or communicate in writing other than in compliance with the Stamp Duty Guidelines, in each case other than in the event that:
Austrian Stamp Duty. 16.1 The parties to this Agreement (each a “Party” and together the “Parties”) shall perform their obligations under or in connection with the Agreement exclusively at the Place of Performance (as defined below), but in no event at a place in Austria and the performance of any obligations or liability under or in connection with the Agreement
Austrian Stamp Duty. 13.1 None of the Parties shall (i) bring an original or certified copy of this Agreement or any of the Secured Documents, or any other document that contains any written confirmation or written reference to this Agreement or any of the Secured Documents, apart from Schedule II which is intended to be filed with the Austrian Patent Office, (Ersatzbeurkundung oder rechtsbezeugende Urkunde) into the Republic of Austria or (ii) produce a document that contains any written confirmation or written reference to this Agreement or any of the Secured Documents within the Republic of Austria.
13.2 The Parties acknowledge that the bringing of this Agreement or any of the Secured Documents or any other document containing any written confirmation or any written reference to this Agreement or any of the Secured Documents, apart from Annex 2 which is intended to be filed with the Austrian Patent Office, (Ersatzbeurkundung oder rechtsbezeugende Urkunde) into the Republic of Austria or the production of any other document containing written confirmation or any written reference to this Agreement or any of the Secured Documents, apart from Annex 2 which is intended to be filed with the Austrian Patent Office, within the Republic of Austria may cause the imposition of Austrian stamp duty (Gebuhreri).
13.3 Any Party intentionally or negligently bringing or causing any other person (other than a Party) to bring this Agreement or any of the Secured Documents, either as original or certified copy, or any other written confirmation or written reference to this Agreement or any of the Secured Documents in another document, apart from Annex 2 which is intended to be filed with the Austrian Patent Office, into the Republic of Austria or producing any other document containing any written confirmation or written reference to this Agreement or any of the Secured Documents, apart from Annex 2 which is intended to be filed with the Austrian Patent Office, within the Republic of Austria shall be solely liable for any stamp duty resulting there from, provided, however, that nothing in this Clause shall prevent the Pledgee or the Security Agent from bringing or causing any other person (other than a Party) to bring this Agreement or any of the Secured Documents, either as original or certified copy, or any other written confirmation or written reference to this Agreement or any of the Secured Documents in another document, into the Republic of Austria or producing any other document contai...
Austrian Stamp Duty. The parties to this Agreement agree that the provisions of sections 9.19 (Place of Performance) and 9.20 (Austrian Stamp Duty) of the Credit Agreement (and, if the Credit Agreement is no longer in existence, an equivalent clause in any Additional Agreement) shall apply to this Agreement as if incorporated herein mutatis mutandis, to the extent relating to the Grantor and the Collateral Agent.
Austrian Stamp Duty. By receipt of this Subsidiary Guarantee Agreement, each beneficiary hereof severally agrees not to:
Austrian Stamp Duty
