Corporate Interest. EBITDA" shall not include the effect of (i) gains or losses on sales or dispositions of Assets; and (ii) non-recurring items to the extent they do not affect cash.
Corporate Interest. The Corporation shall be entitled to receive either (a) from the Employee, as specified in Article 4.3 or (b) from the Issuer upon surrender, from the cash value of the Policy or (c) a withdrawal from the cash value in the Policy, an amount equal to the gross premiums paid by the Corporation, decreased by the sum of any indebtedness described in Article 1.2(a)(i) under the Policy. Notwithstanding any other provision in this Agreement, in the event that the Employee has more than one Policy subject to this Agreement, the Corporation shall be entitled to receive and recover the Corporate Interest as described in this Article 4.4 from any of the Policies subject to this Agreement in whatever amounts the Corporation deems appropriate. In no case, however, shall the Corporation receive and recover more than the Corporate Interest, when such Corporate Interest in each Policy is aggregated, from all of the Policies subject to this Agreement. To make the meaning of the preceding sentence clear, all Policies on the life of the Employee which are subject to this Agreement are to be treated, in aggregate, as one policy for purposes of determining and recovering the Corporate Interest.
Corporate Interest. Lionbridge BV represents and warrants that the execution, delivery and performance of the Loan Documents and the entering into of the transactions contemplated by the Loan Documents are in the corporate interest of Lionbridge BV.
Corporate Interest. Siemens Gamesa pursues the attainment of the corporate interest, understood as the common interest of its shareholders in the creation of the value of the Company, which is carried out through the sustainable, efficient and competitive execution of its corporate purpose, taking into account other legitimate interests of a public or private nature which converge in its business activity.
Corporate Interest. The corporate interest of a company is not a clear-cut concept and, depending on the context, matters which may be taken into consideration can include the financial, economic and commercial interests of the company itself, the interests of the shareholders, the interests of other group companies, the interests of the creditors and, sometimes, the interests of the employees in taking a particular action or entering into a specific transaction. Some authors put the emphasis on the long-term continuity and profitability of the company. Directors of a Luxembourg company must exercise their functions in compliance with the corporate interest of the company. Failure to act in that way may result in civil management liability and also may amount to a criminal offence, such as the misuse of corporate assets (see section 2.1(a) below). Furthermore, in cases of fraudulent collusion, the validity of an arrangement, in terms of whether it is in the corporate interest of a Luxembourg company, could even be challenged on the basis of the principle that fraud negates everything (‘fraus omnia corrumpit’). There is, however, no Luxembourg case-law publicly available in relation to this. Luxembourg law puts the focus on the corporate interest of each company. Luxembourg directors would thus be well advised to ensure that the cash pooling agreement has sufficient benefit and interest for their company alone. In a group context, the corporate interest of a group company needs to be put in perspective and be balanced with group interests. In this specific context, the Luxembourg courts tend to look at French court precedents and follow their findings.1 According to these court decisions as applied by Luxembourg courts, several conditions must be met before a transaction (eg, a cash pooling agreement beneficial to a group) is not considered a violation of the corporate interest of a (Luxembourg) group company: • The agreement must be dictated by a common economical, social or financial interest, evaluated with regard to a group policy; • The agreement must not be effected without consideration; • It must not jeopardise the balance of the respective obligations of the various companies involved; • The obligations arising out of the agreement must not exceed the financial capabilities of the group company; and • The various group companies must have the same shareholders.
Corporate Interest. Upon a Termination Event as defined in Section 4.1, the Corporation shall be entitled to receive an amount equal to (i) the cumulative Premiums paid by the Corporation, (ii) plus any unpaid Interest Amount, and (iii) less any payments made by the Executive to the Corporation in accordance with this Agreement (collectively the "Corporate Interest") from the Executive. If the Executive does not pay the Corporate Interest to the Corporation within 30 days from the date of a Termination Event as defined in Section 4.1, the Corporation shall be entitled to access and receive the Corporate Interest from the cash surrender value of the Policy. If the cash surrender value of the Policy received by the Corporation is not sufficient to pay the Corporate Interest, the Corporation shall be entitled to the difference between the amount it received and the Corporate Interest from the Executive and such amount shall be immediately paid by the Executive to the Corporation.
Corporate Interest. For purposes of this Agreement, the term "Corporate Interest" means an amount payable from the cash surrender value of the Policy equal to the cumulative amount of all premiums paid, without interest. However, the Corporate Interest shall be decreased by the sum of any indebtedness described in Section 1.3(a) and the surrender charges, if any, imposed by the Issuer. In no event shall the Corporate Interest exceed the amount of the Policy's cash surrender value. The Corporate Interest shall be paid by the Executive as specified in Section 4.2 above or by the Issuer upon surrender of the Policy.
Corporate Interest. Corporate Interest is calculated as pro forma interest expense, net of interest income less fleet interest expense, net of interest income and non-cash corporate interest charges. Non-cash corporate interest charges represent the amortization of corporate debt financing costs and corporate debt discounts. Corporate interest expense helps management and investors measure the ongoing costs of financing the business exclusive of the costs associated with the fleet financing.
Corporate Interest. The Corporation shall be entitled to receive either (a) from the Employee, as specified in Section 4.2, above, or (b) from the Insurer upon surrender, from the cash value of the Policy, an amount equal to A + B - C where:
Corporate Interest. Corporate Interest means an amount equal to ------------------ the cumulative value of all Premiums paid by the Corporation.
