Common use of Belgian Guarantee Limitation Clause in Contracts

Belgian Guarantee Limitation. In the case of a Belgian Guarantor, with respect to the obligations of any Obligor which is not a Subsidiary of such Belgian Guarantor, its liability under this Clause 18 (Guarantee and indemnity) shall be limited, at any time, to a maximum aggregate amount equal to the greater of: (a) an amount equal to 90% of such Belgian Guarantor’s net assets (as determined in accordance with article 617 of the Belgian Companies Code and accounting principles generally accepted in Belgium, but not taking intra-group debt into account as debts) as shown by its most recent audited annual financial statements on the date on which the relevant demand is made; and (b) the aggregate amount outstanding on the date on which the relevant demand is made of (a) the principal amount borrowed by the Belgian Guarantor pursuant to this Agreement and (b) the aggregate amount of any intra-group loans or facilities made to it by any Group Company directly and/or indirectly using all or part of the proceeds of the Facility (whether or not such intra-group loan is retained by the Belgian Guarantor for its own purposes or on-lent to a Subsidiary of such Belgian Guarantor, but for the avoidance of doubt excluding any intra-group loan on-lent to any other Group Company).

Belgian Guarantee Limitation. In the case of a Belgian Guarantor, with respect to the obligations of any Obligor which is not a Subsidiary of such Belgian Guarantor, its liability under this Clause 18 (Guarantee and indemnity) 17.11 shall be limited, at any time, to a maximum aggregate amount equal to the greater of: (a) an amount equal to 90% of such Belgian Guarantor’s net assets (as determined in accordance with article 617 of the Belgian Companies Code and accounting principles generally accepted in Belgium, but not taking intra-group debt into account as debts) as shown by its most recent audited annual financial statements on the date on which the relevant demand is made; and (b) the aggregate amount outstanding on the date on which the relevant demand is made of (ai) the principal amount borrowed by the Belgian Guarantor pursuant to this Agreement and (bii) the aggregate amount of any intra-group loans or facilities made to it by any Group Company directly and/or indirectly using all or part of the proceeds of the Facility (whether or not such intra-group loan is retained by the Belgian Guarantor for its own purposes or on-lent to a Subsidiary of such Belgian Guarantor, but for the avoidance of doubt excluding any intra-group loan on-lent to any other Group Company).

Belgian Guarantee Limitation. In the case of a Sappi International S.A. (the “Belgian Guarantor”), with respect to the obligations of any Obligor which is not a Subsidiary of such the Belgian Guarantor, its liability under this Clause 18 (Guarantee and indemnityIndemnity) shall be limited, at any time, to a maximum aggregate amount equal to the greater of: of (ai) an amount equal to 90% of such the Belgian Guarantor’s net assets (as determined in accordance with article 617 of the Belgian Companies Code and accounting principles generally accepted in Belgium, but not taking intra-group debt into account as debts) as shown by its then most recent audited annual financial statements on the date on which the relevant demand is made; and and (bii) the aggregate amount outstanding on the date on which the relevant demand is made of (a) the principal amount borrowed by the Belgian Guarantor pursuant to this Agreement and (b) the aggregate amount of any intra-group loans or facilities made to it by any other member of the Group Company directly and/or indirectly using all or part of the proceeds of the Facility (whether or not such intra-group loan is retained by the Belgian Guarantor for its own purposes or on-lent to a Subsidiary of such Belgian Guarantor, but for another Group company) outstanding at any given time between the avoidance of doubt excluding any intra-group loan on-lent to any other Group Company)first Utilisation Date and the date on which the relevant demand is made.

Belgian Guarantee Limitation. In the case The guarantee, indemnity and other obligations of a Belgian Guarantor, with respect to the obligations of any Obligor which is not a Subsidiary of such Belgian Guarantor, its liability Guarantor under this Clause 18 19 shall not include any liability which would constitute unlawful financial assistance within the meaning of Article 629 (Guarantee or its equivalent) of the Belgian Companies Code and indemnity) shall be limited, at any time, to a maximum aggregate amount equal to the greater of: (a) an amount equal to 90% 90 per cent of such Belgian Guarantor’s net assets (as determined in accordance with article 617 of the Belgian Companies Code and accounting principles generally accepted in Belgium, but not taking intra-group debt debts into account as debts) as shown by its most recent the latest audited annual financial statements publicly available on the date of this Agreement; (b) an amount equal to 90 per cent of such Belgian Guarantor’s net assets (as determined in accordance with the Belgian Companies Code and accounting principles generally accepted in Belgium, but not taking intra-group debts into account as debts) as shown by the latest audited financial statements publicly available on the date on which the relevant demand is made; and (bc) the aggregate amount outstanding on the day prior to the date on which the relevant demand is made of (a) the principal amount borrowed by the Belgian Guarantor pursuant to this Agreement and (b) the aggregate amount of any intra-group loans or facilities made to it such Belgian Guarantor by the Borrower or any Group Company directly and/or indirectly Subsidiary of the Borrower using all or part of the proceeds of the Facility (whether or not such intra-group loan is retained by the such Belgian Guarantor for its own purposes or on-lent to a the Company or another Subsidiary of such Belgian Guarantor, but for the avoidance of doubt excluding any intra-group loan on-lent to any other Group Company).

Belgian Guarantee Limitation. (a) In the case of a Belgian Guarantor, with respect to the obligations of any Obligor which is not a Subsidiary of such Belgian Guarantor, Guarantor its liability under this Clause 18 (Guarantee and indemnity) shall be limited, at any time, to a maximum aggregate amount equal to the greater of: (ai) an amount equal to 90% of the value of such Belgian Guarantor’s net assets (netto-actief/actif net) (as determined in accordance with article 617 617, §2 of the Belgian Companies Code and accounting principles generally accepted in Belgium, but not taking intra-group debt into account as debts) as shown by its most recent audited annual financial statements on the date on which the relevant demand is made; and (bii) the aggregate amount outstanding on the date on which the relevant demand is made of (ai) the principal amount borrowed by the Belgian Guarantor pursuant to this Agreement and (bii) the aggregate amount of any intra-group loans or facilities made to it by any Group Company directly and/or indirectly using all or part of the proceeds of the Facility (whether or not such intra-group loan is retained by the Belgian Guarantor for its own purposes or on-lent to a Subsidiary of such Belgian Guarantor, but for the avoidance of doubt excluding any intra-group loan on-lent to any other Group Company). (b) The guarantee under this Clause 18 (Guarantee and indemnity) does not apply to any liability to the extent it would result in this guarantee constituting unlawful financial assistance, as determined within the meaning of article 629 of the Belgian Company Code.