Centre of Main Interests and Establishment. No Loan Party (i) incorporated in a member state of the European Union shall, without the prior written consent of the Administrative Agent, take any action that shall cause its centre of main interests (as that term is used in Article 3(1) of the Regulation) to be situated outside of its jurisdiction of incorporation or (ii) incorporated under the laws of England and Wales shall change its center of main interests or acquire an “establishment” in any other jurisdiction.
Centre of Main Interests and Establishment. (a) The Master Issuer represents to the Master Issuer Security Trustee that its "centre of main interests" for the purposes of the Insolvency Regulation and the UNCITRAL Implementing Regulations is in England and it does not have any "establishment" (as defined in the Insolvency Regulation and the UNCITRAL Implementing Regulations) other than in England.
(b) The Master Issuer undertakes to conduct its business and affairs such that, at all relevant times, its "centre of main interests" for the purposes of the Insolvency Regulation and the UNCITRAL Implementing Regulations will be and remain in England and it will not have any "establishment" (as defined in the Insolvency Regulation and the UNCITRAL Implementing Regulations) other than in England.
Centre of Main Interests and Establishment. No Note Party (i) incorporated in a member state of the European Union shall, without the prior written consent of the Collateral Agent, take any action that shall cause its centre of main interests (as that term is used in Article 3(1) of the Regulation) to be situated outside of its jurisdiction of incorporation or (ii) incorporated under the laws of England and Wales shall change its center of main interests or acquire an “establishment” in any other jurisdiction.
Centre of Main Interests and Establishment. For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “1346 Regulation”), the Luxembourg Borrowers’ centre of main interest (as that term is used in Article 3(1) of the 1346 Regulation) is situated in Luxembourg and it has no “establishment” (as that term is used in Article 2(h) of the 1346 Regulation) in any other jurisdiction.
Centre of Main Interests and Establishment. No Foreign Subsidiary Borrower shall without the prior written consent of the Agent, take any action that shall cause its registered office or centre of main interests (as that term is used in Article 3(1) of the Regulation) to be situated outside of its jurisdiction of incorporation, or cause it to have an Establishment situated outside of its jurisdiction of incorporation.
Centre of Main Interests and Establishment. Each Foreign Subsidiary Borrower represents and warrants to the Lenders that its centre of main interests (as that term is used in Article 3(1) of the Regulation) is in its jurisdiction of incorporation and it has no Establishment in any other jurisdiction.
Centre of Main Interests and Establishment. Each Loan Party incorporated in the United Kingdom has its centre of main interests (as that term is used in Article 3(1) of the Regulation) in its jurisdiction of incorporation and has no Establishment in any other jurisdiction.
(j) Article III of the Credit Agreement is hereby amended to add the following new Section 3.20 thereof:
Centre of Main Interests and Establishment. No Loan Party incorporated in the United Kingdom shall without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) take any action that shall cause its registered office or centre of main interests (as that term is used in Article 3(1) of the Regulation) to be situated outside its jurisdiction of incorporation, or cause it to have an Establishment situated outside of its jurisdiction of incorporation.
(l) Article VII of the Credit Agreement is amended to (i) delete the word “or” at the end of clause (o) thereof, (ii) add the word “or” immediately following “Pledge Agreement;” at the end of clause (p) thereof, (iii) add the following new clause (q) thereto:
Centre of Main Interests and Establishment. Each English Loan Party’s centre of main interest (as that term is used in Article 3(1) of the European Insolvency Regulation) is situated in its Original Jurisdiction and it has no “establishment” (as that term is used in Article 2 no. 10 of the European Insolvency Regulation) in any other jurisdiction.
Centre of Main Interests and Establishment. 11.2.1 Its "centre of main interests" (as that term is used in Article 3(1) of The Council of the European Union No 1346/2000) on Insolvency Proceedings (the "Regulation")) is in its jurisdiction of incorporation.
11.2.2 Other than in the case of Marisana and Flowermills and then only to the extent that each of Marisana and Flowermills has established a registered branch in the Russian Federation, it has no "establishment" (as that term is used in Article 2(h) of the Regulation) in any jurisdiction other than in its jurisdiction of incorporation.
11.2.3 It has not registered one or more "establishments" (as that term is defined in Part 2 of The Overseas Companies Regulations 2009 of the United Kingdom) with the Registrar of Companies or, if it has so registered, it has provided to the Lender sufficient details to enable an accurate search against it to be undertaken by the Lender with the Registrar of Companies.
11.2.4 Its central management, decision making, the places of residence of its directors, administration and the place at which meetings of its board of directors are held, are at all times situated in its jurisdiction of incorporation.
11.2.5 Each of Real Estate Finance and Twinhope is in full compliance with the amended Luxembourg law dated 31 May 1999 on the domiciliation of companies (and the relevant regulations).
