We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of European Monetary Union Clause in Contracts

European Monetary Union. If any Agreed Currency ceases to be lawful currency of the nation issuing the same and is replaced by the euro and the Administrative Agent or the Required Lenders shall so request in a notice delivered to the Borrowers, then any amount payable hereunder by any party hereto in such Agreed Currency shall instead be payable in the euro and the amount so payable shall be determined by translating the amount payable in such Agreed Currency to the euro at the exchange rate established by that nation for the purpose of implementing the replacement of the relevant Agreed Currency by the euro (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency). Prior to the occurrence of the event or events described in the preceding sentence, each amount payable hereunder in any Agreed Currency will, except as otherwise provided herein, continue to be payable only in that currency. The Company agrees, at the request of any Lender, to compensate such Lender for any loss, cost, expense or reduction in return that such Lender shall reasonably determine shall be incurred or sustained by such Lender as a result of the replacement of any Agreed Currency by the euro and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of any Lender setting forth such Lender's determination of the amount or amounts necessary to compensate such Lender shall be delivered to the Company and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Company shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Appears in 5 contracts

Samples: Credit Agreement (Worthington Industries Inc), Credit Agreement (Worthington Industries Inc), Credit Agreement (Worthington Industries Inc)

European Monetary Union. If (a) If, as a result of the implementation of the European monetary union, (i) any Agreed Optional Currency ceases to be lawful currency of the nation issuing the same and is replaced by the euro Euro or (ii) any Optional Currency and the Euro are at the same time recognized by any governmental authority of the nation issuing such currency as lawful currency of such nation and the Administrative Agent or the Required Lenders shall so request in a notice delivered to the Borrowers, then any amount payable hereunder by any party hereto in such Agreed Optional Currency shall instead be payable in the euro Euro and the amount so payable shall be determined by translating the amount payable in such Agreed Optional Currency to the euro Euro at the exchange rate established recognized on the date of such request by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency)European monetary union. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Agreed Optional Currency will, except as otherwise provided herein, continue to be payable only in that currency. Optional Currency. (b) The Company agreesBorrowers agree, at the request of any Lender, Lender to compensate such Lender for any loss, cost, expense or reduction in return that such Lender shall reasonably determine shall be incurred or sustained by such Lender as a result of the replacement implementation of any Agreed Currency by the euro European monetary union and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of any Lender setting forth such Lender's determination of the amount or amounts necessary to compensate such Lender shall be delivered to the Company Borrowers and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Company Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. (c) The parties hereto agree, at the time of or at any time following the implementation of European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in order to reflect the implementation of such monetary union, to permit (if feasible) the Euro to qualify as an Optional Currency under the terms and conditions of the definition of such term and to place the parties hereto in the position with respect to the settlement of payments of the Euro as they would have been with respect to the settlement of the Currencies it replaced.

Appears in 1 contract

Samples: Multicurrency Revolving Credit Facility (Borders Group Inc)

European Monetary Union. If (a) If, as a result of the implementation of the European monetary union, (i) any Agreed Optional Currency ceases to be lawful currency of the nation issuing the same and is replaced by a European common current (the euro "Euro") or (ii) any Optional Currency and the Administrative Euro are at the same time recognized by any governmental authority of the nation issuing such currency as lawful currency of such nation and the Agent or the Required Lenders shall so request in a notice delivered to the BorrowersBorrower, then any amount payable hereunder by any party part hereto in such Agreed Currency shall instead be by payable in the euro Euro and the amount so payable shall be determined by translating the amount payable in such Agreed Optional Currency to the euro Euro at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency)European monetary union. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Agreed Optional Currency will, except as otherwise provided herein, continue to be payable only in that currency. Currency. (b) The Company Borrower agrees, at the request of any Lender, Bank to compensate such Lender Bank for any loss, cost, expense or reduction in return that such Lender Bank shall reasonably determine shall be incurred or sustained by such Lender Bank as a result of the replacement implementation of any Agreed Currency by the euro European monetary union and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of any Lender Bank setting forth such LenderBank's determination of the amount or amounts necessary to compensate such Lender Bank shall be delivered to the Company Borrower and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Company Borrower shall pay such Lender Bank the amount shown as due on any such certificate within ten (10) days after receipt thereof. (c) The Borrower, the Guarantor, the Agent and the Banks agree, at the time of or at any time following the implementation of European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in order to reflect the implementation of such monetary union, to permit (if feasible) the Euro to quality as an Optional Currency under the terms and conditions of the definition of such term and to place the parties hereto in the position with respect to the settlement of payments of the Euro as they would have been with respect to the settlement of the currencies it replaced. (c) Section 4.1.1(ii) is hereby amended, effective as of March 30, 1999, by adding a new unnumbered paragraph at the end thereof to read in its entirety as follows:

Appears in 1 contract

Samples: Loan Agreement (Tb Woods Corp)

European Monetary Union. If (a) If, as a result of the implementation of European monetary union, (i) any Agreed European Currency ceases to be lawful currency of the nation issuing the same and is replaced by a European common currency (the euro "EURO"), or (ii) any European Currency and the Euro are at the same time recognized by any governmental authority of the nation issuing such European Currency as lawful currency of such nation and the Administrative Agent or the Required Lenders Majority Banks shall so request in a notice delivered to the BorrowersCompany, then any amount payable hereunder by any party hereto in such Agreed Currency shall instead be payable in the euro Euro and the amount so payable shall be determined by translating the amount payable in such Agreed European Currency to the euro Euro at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency)European monetary union. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Agreed European Currency will, except as otherwise provided herein, continue to be payable only in that currency. Currency. (b) The Company agrees, at the request of any LenderBank, to compensate such Lender Bank for any loss, cost, expense or reduction in return that such Lender Bank shall reasonably determine shall be incurred or sustained by such Lender Bank as a result of the replacement implementation of any Agreed Currency by the euro European monetary union and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of any Lender a Bank setting forth such LenderBank's determination of the amount or amounts necessary to compensate such Lender Bank shall be delivered to the Company and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Company shall pay such Lender Bank the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. (c) The parties hereto agree, at the time of or at any time following the implementation of European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in order to reflect the implementation of such monetary union, to permit (if feasible) the Euro to qualify as an Alternative Currency under the terms and conditions of the definition of such term and to place the parties hereto in the position with respect to the settlement of payments of the Euro as they would have been with respect to the settlement of the Currencies it replaced.

Appears in 1 contract

Samples: Credit Agreement (Newell Co)

European Monetary Union. If (a) If, as a result of the implementation of the European monetary union, (i) any Agreed Optional Currency ceases to be lawful currency of the nation issuing the same and is replaced by the euro Euro or (ii) any Optional Currency and the Administrative Euro are at the same time recognized by any governmental authority of the nation issuing such currency as lawful currency of such nation and the Agent or the Required Lenders shall so request in a notice delivered to the Borrowers, then any amount payable hereunder by any party hereto in such Agreed Optional Currency shall instead be payable in the euro Euro and the amount so payable shall be determined by translating the amount payable in such Agreed Optional Currency to the euro Euro at the exchange rate established recognized on the date of such request by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency)European monetary union. Prior to the occurrence of the event or events described in clauses (i) or (ii) of the preceding sentence, each amount payable hereunder in any Agreed Optional Currency will, except as otherwise provided hereinin this Agreement, continue to be payable only in that currency. Optional Currency. (b) The Company agreesBorrowers agree, at the request of Agent or any Lender, to compensate Agent or such Lender for any loss, cost, expense or reduction in return that Agent or such Lender shall reasonably determine shall be incurred or sustained by Agent or such Lender as a result of the replacement implementation of any Agreed Currency by the euro European monetary union and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of Agent or any Lender setting forth Agent's or such Lender's determination of the amount or amounts necessary to compensate Agent or such Lender shall be delivered to the Company Borrowers and shall be conclusive absent manifest error so long as such determination is made on a reasonable basiserror. The Company Borrowers shall pay Agent or such Lender Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. (c) The parties hereto agree, at the time of or at any time following the implementation of in European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in order to reflect the implementation of such monetary union, to place the parties hereto in the position with respect to the settlement of payments in the Euro as they would have been with respect to the settlement of payments in the currencies it replaced. (d) Each of the Borrowers, the Agent and the Lenders confirm that the occurrence or non-occurrence of an event associated with economic and monetary union in the European Community will not have the effect of altering any term of, or discharging or excusing performance under, this Agreement or any Transaction Document, give a party the right unilaterally to alter or terminate this Agreement or any Transaction Document or, in and of itself, give rise to an Event of Default. An event associated with the economic and monetary union in the European Community includes, without limitation, each (and any combination) of the following: (i) the introduction of, changeover to, operation of, or the ceasing of the operation of a single or unified European currency; (ii) the fixing of conversion rates between a member state's currency and the new currency or between the currencies of member states; (iii) the introduction of that new currency as lawful currency in a member state; (iv) the withdrawal from legal tender of any currency that, before the introduction of the new currency, was lawful currency in one of the member states; (v) the disappearance or replacement of a relevant rate option or other price source for the Euro or the national currency of any member state, or the failure of the agreed sponsor (or successor sponsor) to publish or display a relevant rate, index, price, page or screen; or (vi) the failure of the monetary union and return by a member state to its own separate currency or any other currency recognized by such member state as lawful currency. (e) If for any reason following the implementation of European monetary union and the replacement of lawful currencies of nations issuing the same, the Euro ceases to be recognized as lawful currency, then any amount payable by Borrowers which would otherwise be denominated in Euros shall be payable by Borrowers in accordance with the provisions of Section 3.21. ------------

Appears in 1 contract

Samples: Credit Agreement (Zoltek Companies Inc)

European Monetary Union. If (a) If, as a result of the ----------------------- implementation of European monetary union, (i) any Agreed European Currency ceases to be lawful currency of the nation issuing the same and is replaced by a European common currency (the euro "Euro"), or (ii) any European Currency and the Euro are at ---- the same time recognized by the governmental authority which is responsible for issuance or regulation of the relevant European Currency in the nation issuing such European Currency as lawful currency of such nation and the Administrative Agent or the Required Lenders shall so request in a notice delivered to the BorrowersCompany, then any amount payable hereunder by any party hereto in such Agreed European Currency shall instead be payable in the euro Euro or, to the extent then permitted by applicable law, in the Euro or such European Currency at the election of the Company, and the amount so payable shall shall, if payable in the Euro, be determined by translating the amount payable in such Agreed European Currency to the euro Euro at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency)European monetary union. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Agreed European Currency will, except as otherwise provided herein, continue to be payable only in that currencyEuropean Currency. Credit Agreement (b) The Company agrees, at the request of any Lender, to compensate such Lender for any loss, cost, expense or reduction in return return, incurred or suffered by such Lender upon or after any of the occurrence of any of the events referred to in clauses (i) or (ii) of the first sentence of Section 9.14(a), that such Lender shall reasonably determine shall be incurred or sustained by such Lender as a result of the replacement implementation of any Agreed Currency by the euro European monetary union and that would not have been incurred or sustained but for the transactions provided for herein, and that was incurred or sustained during the 90-day period prior to the date of demand therefor by such Lender. A certificate of any a Lender setting forth in reasonable detail such Lender's determination calculation of the amount or amounts necessary to compensate such Lender shall be delivered to the Company and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Company shall pay such Lender the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. (c) The parties hereto agree, at the time of or at any time following the implementation of European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in order to reflect the implementation of such monetary union, to permit (if feasible) the Euro to qualify as an Alternate Currency under the terms and conditions of the definition of such term and to place the parties hereto in the position with respect to the settlement of payments of the Euro as they would have been with respect to the settlement of the Currencies it replaced. (d) Each Lender shall use its reasonable best efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize any amounts payable by the Company under this Section 9.14. (e) With respect to the payment of any amount denominated in the Euro or in a National Currency, as defined below, the Administrative Agent shall not be liable to any Borrower or any of the Lenders, and, if any Borrower shall have made timely payment to the Administrative Agent in the manner specified hereunder, such Borrower shall not be liable to the Lenders, in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by the Administrative Agent if the Administrative Agent shall have taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in the Euro or, as the case may be, in a National Currency) to the account of any Lender in the Principal Financial Center which such Borrower or, as the case may be, such Lender shall have specified for such purpose. In this paragraph (d), "all relevant steps" means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Administrative Agent may from time to time reasonably determine for the purpose of clearing or settling payments of the Euro. For purposes hereof, "National Currency" means any Alternate Currency (other than the Euro) of a ------------------ state described as a "Participating Member State" in any legislative measures of the European Council for the introduction of, changeover to or operation of the Euro (as so described, a "Participating Member State"). -------------------------- Credit Agreement

Appears in 1 contract

Samples: Credit Agreement (Marriott International Inc /Md/)

European Monetary Union. If any Agreed Currency (a) If, as a result of the implementation of European Monetary Union, (i) the Pounds Sterling ceases to be lawful currency of the nation issuing the same and is replaced by the euro Euro, or (ii) the Pounds Sterling and the Euro are at the same time recognized by the central bank or comparable governmental authority of the United Kingdom as lawful currency of the United Kingdom and the Administrative Agent or the Required Lenders shall so request in a notice delivered to the BorrowersCompany, then any amount payable hereunder by any party hereto in such Agreed Currency Pounds Sterling shall instead be payable in the euro Euro and the amount so payable shall be determined by translating the amount payable in such Agreed Currency Pounds Sterling to the euro Euro at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency)European Monetary Union. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Agreed Currency Pounds Sterling will, except as otherwise provided herein, continue to be payable only in that currency. Currency. (b) The Company applicable Borrower agrees, at the request of any Lender, to compensate such Lender for any loss, cost, expense or reduction in return that such Lender shall reasonably determine shall be incurred or sustained by such Lender as a result of the replacement implementation of any Agreed Currency by the euro European Monetary Union and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of any a Lender setting forth such Lender's determination of the amount or amounts necessary to compensate such Lender shall be delivered to the Company and shall be conclusive and binding on the applicable Borrower absent manifest error so long as such determination is made on a reasonable basiserror. The Company applicable Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) 30 days after receipt thereof. If the applicable Borrower objects in good faith to any payment demanded under this clause on or before the date such payment is due, then the applicable Borrower and the Lender demanding such payment shall enter into discussions to review the amount due, and the applicable Borrower's obligation to pay such amount to such Lender shall be deferred for 45 days after the original demand for payment, and if the applicable Borrower and such Lender do not reach agreement during such 45-day period on the amount due, the applicable Borrower shall pay to such Lender at the end of such 45-day period the amount certified by such Lender to be due. (c) The parties hereto agree, at the time of or at any time following the implementation of European Monetary Union, to use reasonable efforts to enter into an agreement amending this Agreement in order to reflect the implementation of such monetary union, to permit (if feasible) the Euro to qualify as an Alternate Currency under the terms and conditions of the definition of such term and to place the parties hereto in the position with respect to the settlement of payments of the Euro as they would have been with respect to the settlement of the Currencies it replaced.

Appears in 1 contract

Samples: Credit Agreement (Superior Telecom Inc)

European Monetary Union. (a) If (i) any Agreed Optional Currency ceases to be lawful currency of the nation issuing the same and is replaced by the euro Euro, or (ii) any Optional Currency and the Euro are at the same time recognized by any governmental authority of the nation issuing such currency as lawful currency of such nation and the Administrative Agent or the Required Lenders shall so request in a notice delivered to the Borrowers, then any amount payable hereunder by any party hereto the Borrowers in such Agreed Optional Currency shall instead be payable in the euro Euro and the amount so payable shall be determined by translating the amount payable in such Agreed Optional Currency to the euro Euro at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Optional Currency by the euro Euro (and the provisions governing payments in Agreed Optional Currencies in this Agreement shall apply to such payment in the euro Euro as if such payment in the euro Euro were a payment in an Agreed Optional Currency) (a “Currency Replacement”). Prior to the occurrence of the event or events described in clauses (i) and (ii) of the preceding sentence, each amount payable hereunder in any Agreed Optional Currency will, except as otherwise provided herein, continue to be payable only in that currency. Optional Currency. (b) The Company agreesBorrowers agree, at the request of any Lenderthe Administrative Agent, to compensate such the Administrative Agent or any Lender for any loss, cost, expense or reduction in return that the Administrative Agent or such Lender shall reasonably determine shall be incurred or sustained by the Administrative Agent or such Lender as a result of the replacement of any Agreed a Currency by the euro Replacement and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of any the Administrative Agent or such Lender setting forth such Lender's the determination of the amount or amounts necessary to compensate the Administrative Agent or such Lender shall be delivered to the Company Borrowers through the Administrative Agent and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Company Borrowers shall pay the Administrative Agent or such Lender Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. (c) The Borrowers agree at the time of or at any time following the implementation of any changes to the European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in order to reflect the implementation of such changes, and to place the Lenders and the Borrowers in the position with respect to the settlement of payments of the Euro as they would have been with respect to the settlement of the Optional Currency it replaced.

Appears in 1 contract

Samples: Credit Agreement (West Pharmaceutical Services Inc)

European Monetary Union. If (a) If, as a result of the implementation of the European monetary union (i) any Agreed Alternate Currency ceases to be lawful currency of the nation issuing the same and is replaced by a European common currency (the euro "Euro") or (ii) any Alternate Currency and the Administrative Agent or Euro are at the Required Lenders same time recognized by any governmental authority of the nation issuing such currency as lawful currency of such nation and Bank shall so request in a notice delivered to the BorrowersBorrower, then any amount payable hereunder by any party hereto in such Agreed Alternate Currency shall instead be by payable in the euro Euro and the amount so payable shall be determined by translating the amount payable in such Agreed Alternate Currency to the euro Euro at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency)European monetary union. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Agreed Alternate Currency will, except as otherwise provided herein, continue to be payable only in that currency. The Company such Alternate Currency. (b) Borrower agrees, at the request of any LenderBank, to compensate such Lender Bank for any loss, cost, expense or reduction in return that such Lender Bank shall reasonably determine shall to be incurred or sustained by such Lender Bank as a result of the replacement implementation of any Agreed Currency by the euro European monetary union and that would not have been incurred or sustained but for the transactions provided for hereindescribed in this Agreement. A certificate of any Lender Bank setting forth such LenderBank's determination of the amount or amounts necessary to so compensate such Lender Bank shall be delivered to the Company Borrower and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Company Borrower shall pay such Lender Bank the amount shown as due on any such certificate within ten (10) days after receipt thereof. (c) Borrower and Bank agree, at the time of or at any time following the implementation of the European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in order to (i) reflect the implementation of such monetary union on the transactions described in this Agreement, (ii) permit, if feasible, the Euro to qualify as an Alternate Currency under the terms and conditions of the definition of such term in this Agreement and (iii) place Borrower and Bank in the position with respect to the settlement of payments of the Euro as they would have been with respect to the settlement of the Alternate Currencies it replaced.

Appears in 1 contract

Samples: Loan Agreement (Kulicke & Soffa Industries Inc)

European Monetary Union. If (a) If, as a result of the ----------------------- implementation of European monetary union, (i) any Agreed Currency currency ceases to be lawful currency of the nation issuing the same and is replaced by a European single currency or (ii) any currency and a European single currency are at the euro same time recognized by the central bank or comparable authority of the nation issuing such currency as lawful currency of such nation and the Administrative Agent or the Required Foreign Lenders shall so request in a notice delivered to the BorrowersCompany, then any amount payable hereunder by the Lenders to any party hereto Borrower, or by any Borrower to the Lenders, in such Agreed Currency currency shall instead be payable in the euro European single currency and the amount so payable shall be determined by translating the amount payable in such Agreed Currency currency to the euro such European single currency at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro European monetary union. (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency). Prior to the occurrence of the event or events described in the preceding sentence, each amount payable hereunder in any Agreed Currency will, except as otherwise provided herein, continue to be payable only in that currency. b) The Company agrees, at the request of any Lender, to compensate such Lender for any reasonable loss, cost, expense or reduction in return that such Lender shall reasonably determine shall be incurred or sustained by such Lender (other than through such Lender's gross negligence or willful misconduct) as a result of the replacement implementation of any Agreed Currency by the euro and European monetary union, that would not have been incurred or sustained but for the transactions provided for hereinherein and that, to the extent that such loss, cost, expense or reduction is of a type generally applicable to extensions of credit similar to the extensions of credit hereunder, is generally being requested from borrowers subject to similar provisions. A certificate of any a Lender setting forth such Lender's determination of (x) the amount or amounts necessary to compensate such Lender (y) describing the nature of the loss or expense sustained or incurred by such Lender as a consequence thereof and (z) setting forth a reasonably detailed explanation of the calculation thereof shall be delivered to the Company and shall be conclusive absent manifest error so long as such determination is made on a reasonable basiserror. The Company shall pay such Lender the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. (c) The Company agrees, at the request of the Required Foreign Lenders, at the time of or at any time following the implementation of European monetary union, to enter into an agreement amending this Agreement in such manner as the Required Foreign Lenders shall specify in order to reflect the implementation of such monetary union to place the parties hereto in the position they would have been in had such monetary union not been implemented.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (Exide Corp)

European Monetary Union. (a) If (i) any Agreed Optional Currency ceases to be lawful currency of the nation issuing the same and is replaced by the euro Euro, or (ii) any Optional Currency and the Euro are at the same time recognized by any governmental authority of the nation issuing such currency as lawful currency of such nation and the Administrative Agent or the Required Lenders shall so request in a notice delivered to the Borrowers, then any amount payable hereunder by any party hereto the Borrowers in such Agreed Optional Currency shall instead be payable in the euro Euro and the amount so payable shall be determined by translating the amount payable in such Agreed Optional Currency to the euro Euro at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Optional Currency by the euro Euro (and the provisions governing payments in Agreed Optional Currencies in this Agreement shall apply to such payment in the euro Euro as if such payment in the euro Euro were a payment in an Agreed Optional Currency) (“a Currency Replacement”). Prior to the occurrence of the event or events described in clauses (i) and (ii) of the preceding sentence, each amount payable hereunder in any Agreed Optional Currency will, except as otherwise provided herein, continue to be payable only in that currency. Optional Currency. (b) The Company agreesBorrowers agree, at the request of any Lenderthe Administrative Agent, to compensate such the Administrative Agent or any Lender for any loss, cost, expense or reduction in return that the Administrative Agent or such Lender shall reasonably determine shall be incurred or sustained by the Administrative Agent or such Lender as a result of the replacement of any Agreed a Currency by the euro Replacement and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of any the Administrative Agent or such Lender setting forth such Lender's the determination of the amount or amounts necessary to compensate the Administrative Agent or such Lender shall be delivered to the Company Borrowers through the Administrative Agent and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Company Borrowers shall pay the Administrative Agent or such Lender Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. (c) The Borrowers agree at the time of or at any time following the implementation of any changes to the European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in order to reflect the implementation of such changes, and to place the Lenders and the Borrowers in the position with respect to the settlement of payments of the Euro as they would have been with respect to the settlement of the Optional Currency it replaced.

Appears in 1 contract

Samples: Credit Agreement (West Pharmaceutical Services Inc)

European Monetary Union. If (a) If, as a result of the implementation of European monetary union, (i) any Agreed European Currency ceases to be lawful currency of the nation issuing the same and is replaced by a European common currency (the euro "Euro"), or (ii) any European Currency and the Euro are at the same time recognized by any Governmental Authority of the nation issuing such European Currency as lawful currency of such nation and the Administrative Agent or the Required Lenders Majority Banks shall so request in a notice delivered to the BorrowersCompany, then any amount payable hereunder by any party hereto in such Agreed European Currency shall instead be payable in the euro Euro and the amount so payable shall be determined by translating the amount payable in such Agreed European Currency to the euro Euro at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency)European monetary union. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Agreed European Currency will, except as otherwise provided herein, continue to be payable only in that currency. Currency. (b) The Company agrees, at the request of any LenderBank, to compensate such Lender Bank for any loss, cost, expense or reduction in return that such Lender Bank shall reasonably determine shall be incurred or sustained by such Lender Bank as a result of the replacement implementation of any Agreed Currency by the euro European monetary union and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of any Lender a Bank setting forth such LenderBank's determination of the amount or amounts necessary to compensate such Lender Bank shall be delivered to the Company and shall be conclusive and binding on the Company absent manifest error so long as such determination is made on a reasonable basiserror. The Company shall pay such Lender Bank the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. If the Company objects in good faith to any payment demanded under this clause on or before the date such payment is due, then the Company and the Bank demanding such payment shall enter into discussions to review the amount due, and the Company's obligation to pay such amount to such Bank shall be deferred for 45 days after the original demand for payment, and if the Company and such Bank do not reach agreement during such 45-day period on the amount due, the Company shall pay to such Bank at the end of such 45-day period the amount certified by such Bank to be due. (c) The parties hereto agree, at the time of or at any time following the implementation of European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in order to reflect the implementation of such monetary union, to permit (if feasible) the Euro to qualify as an Approved Foreign Currency under the terms and conditions of the definition of such term and to place the parties hereto in the position with respect to the settlement of payments of th Euro as they would have been with respect to the settlement of the Currencies it replaced. Credit Agreement ----------------

Appears in 1 contract

Samples: Credit Agreement (Young & Rubicam Inc)

European Monetary Union. (a) If (i) any Agreed Optional Currency ceases to be lawful currency of the nation issuing the same and is replaced by the euro Euro, or (ii) any Optional Currency and the Euro are at the same time recognized by any governmental authority of the nation issuing such currency as lawful currency of such nation and the Administrative Agent or the Required Lenders shall so request in a notice delivered to the Borrowers, then any amount payable hereunder by any party hereto the Borrowers in such Agreed Optional Currency shall instead be payable in the euro Euro and the amount so payable shall be determined by translating the amount payable in such Agreed Optional Currency to the euro Euro at the exchange rate established by that nation for the purpose of implementing the replacement of the relevant Agreed Optional Currency by the euro Euro (and the provisions governing payments in Agreed Optional Currencies in this Agreement shall apply to such payment in the euro Euro as if such payment in the euro Euro were a payment in an Agreed Optional Currency) (a “Currency Replacement”). Prior to the occurrence of the event or events described in clauses (i) and (ii) of the preceding sentence, each amount payable hereunder in any Agreed Optional Currency will, except as otherwise provided herein, continue to be payable only in that currency. Optional Currency. (b) The Company agreesBorrowers agree, at the request of any Lenderthe Administrative Agent, to compensate such the Administrative Agent or any Lender for any loss, cost, expense or reduction in return that the Administrative Agent or such Lender shall reasonably determine shall be incurred or sustained by the Administrative Agent or such Lender as a result of the replacement of any Agreed a Currency by the euro Replacement and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of any the Administrative Agent or such Lender setting forth such Lender's the determination of the amount or amounts necessary to compensate the Administrative Agent or such Lender shall be delivered to the Company Borrowers through the Administrative Agent and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Company Borrowers shall pay the Administrative Agent or such Lender Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. (c) The Borrowers agree at the time of or at any time following the implementation of any changes to the European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in order to reflect the implementation of such changes, and to place the Lenders and the Borrowers in the position with respect to the settlement of payments of the Euro as they would have been with respect to the settlement of the Optional Currency it replaced.

Appears in 1 contract

Samples: Credit Agreement (West Pharmaceutical Services Inc)

European Monetary Union. If (a) If, as a result of the implementation of European monetary union, (i) any Agreed Optional Currency ceases to be lawful currency of the nation issuing the same and is replaced by the euro Euro or (ii) any Optional Currency and the Euro are at the same time recognized by the central bank or comparable authority of the nation issuing such currency as lawful currency of such nation and the Administrative Agent or the Required Lenders (or, in the case of European Overdraft Loans or Local European Loans, the European Overdraft Lender or the relevant Local Lender, as the case may be) shall so request in a notice delivered to the BorrowersCompany, then any amount payable hereunder by any party hereto in such Agreed Optional Currency shall instead be by payable in the euro Euro and the amount so payable shall be determined by translating converting the amount payable in such Agreed Optional Currency to the euro Euro at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro European monetary union. (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency). Prior to the occurrence of the event or events described in the preceding sentence, each amount payable hereunder in any Agreed Currency will, except as otherwise provided herein, continue to be payable only in that currency. b) The Company agrees, at the request of any European Lender, any Local Lender or the European Overdraft Lender, to compensate such Lender for any reasonable loss, cost, expense or reduction in return that such Lender shall reasonably determine shall be incurred or sustained by such Lender (other than through such Xxxxxx's gross negligence, bad faith or willful misconduct) as a result of the replacement implementation of any Agreed Currency by the euro and European monetary union, that would not have been incurred or sustained but for the transactions provided for hereinherein and that, to the extent that such loss, cost, expense or reduction is of a type generally applicable to extensions of credit similar to the extensions of credit hereunder, is generally being requested from borrowers subject to similar provisions. A certificate of any such Lender setting forth such Lender's determination of (x) the amount or amounts necessary to compensate such Lender (y) describing the nature of the loss or expense sustained or incurred by such Lender as a consequence thereof and (z) setting forth a reasonably detailed explanation of the calculation thereof shall be delivered to the Company and shall be conclusive absent manifest error so long as such determination is made on a reasonable basiserror. The Company shall pay such Lender the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. (c) The Company agrees, at the request of the Required Lenders (or, with respect to matters relating to the European Overdraft Loans or Local European Loans, the European Overdraft Lender or the relevant Local Lender, as the case may be), at the time of or at any time following the implementation of European monetary union, to enter into an agreement amending this Agreement in such manner as the Required Lenders (or the European Overdraft Lender or the relevant Local Lender, as the case may be) reasonably shall request in order to reflect the implementation of such monetary union to place the parties hereto in the position they would have been in had such monetary union not been implemented.

Appears in 1 contract

Samples: Credit Agreement (Hexcel Corp /De/)

European Monetary Union. If (a) If, as a result of the implementation of European monetary union, (i) any Agreed Currency currency ceases to be lawful currency of the nation issuing the same and is replaced by a European single currency or (ii) any currency and a European single currency are at the euro same time recognized by the central bank or comparable authority of the nation issuing such currency as lawful currency of such nation and the Administrative Paying Agent or the Required Majority Euro Lenders shall so request in a notice delivered to the BorrowersParent Companies, then any amount payable hereunder by the Lenders to any party hereto Borrower, or by any Borrower to the Lenders, in such Agreed Currency currency shall instead be payable in the euro European single currency and the amount so payable shall be determined by translating the amount payable in such Agreed Currency currency to the euro such European single currency at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro European monetary union. (b) The Borrowers jointly and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency). Prior to the occurrence of the event or events described in the preceding sentence, each amount payable hereunder in any Agreed Currency will, except as otherwise provided herein, continue to be payable only in that currency. The Company agreesseverally agree, at the request of any Alternate Currency Lender, to compensate such Alternate Currency Lender for any reasonable loss, cost, expense or reduction in return that such Lender shall reasonably determine shall be incurred or sustained by such Alternate Currency Lender (other than as a result of such Alternate Currency Lender's gross negligence or willful misconduct) as a result of the replacement implementation of any Agreed Currency by the euro and European monetary union, that would not have been incurred or sustained but for the transactions provided for hereinherein and that, to the extent that such loss, cost, expense or reduction is of a type generally applicable to extensions of credit similar to the extensions of credit hereunder is generally being requested from borrowers subject to similar provisions. A certificate of any an Alternate Currency Lender setting forth such Lender's determination of (x) the amount or amounts necessary to compensate such Alternate Currency Lender, (y) describing the nature of the loss or expense sustained or incurred by such Alternate Currency Lender as a consequence thereof and (z) setting forth a reasonably detailed explanation of the calculation thereof shall be delivered to the Company Parent Companies and shall be conclusive absent manifest error so long as such determination is made on a reasonable basiserror. The Company respective Borrower shall pay to such Alternate Currency Lender the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. (c) Each Borrower agrees, at the request of the Majority Euro Lenders, at the time of or at any time following the implementation of European monetary union, to enter into an agreement amending this Agreement (subject to obtaining the approval of the Required Lenders) in such manner as the Majority Euro Lenders shall specify in order to reflect the implementation of such monetary union to place the parties hereto in the position they would have been in had such monetary union not been implemented.

Appears in 1 contract

Samples: Credit Agreement (Starwood Lodging Corp)

European Monetary Union. If (a) If, as a result of the implementation of European monetary union, (i) any Agreed European Currency ceases to be lawful currency of the nation issuing the same and is replaced by a European common currency (the euro "EURO"), or (ii) any European Currency and the Euro are at the same time recognized by any Governmental Authority of the nation issuing such European Currency as lawful currency of such nation and the Administrative Agent or the Required Lenders Majority Banks shall so request in a notice delivered to the BorrowersXL Capital, then any amount payable hereunder by any party hereto in such Agreed European Currency shall instead be payable in the euro Euro and the amount so payable shall be determined by translating the amount payable in such Agreed European Currency to the euro Euro at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency)European monetary union. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Agreed European Currency will, except as otherwise provided herein, continue to be payable only in that currency. Currency. (b) The Company agreesBorrowers agree, at the request of any LenderBank, to compensate such Lender Bank for any loss, cost, expense or reduction in return that such Lender Bank shall reasonably reasonable determine shall be incurred or sustained by such Lender Bank as a result of the replacement implementation of any Agreed Currency by the euro European monetary union and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of any Lender a Bank setting forth such LenderBank's determination of the amount or amounts necessary to compensate such Lender Bank shall be delivered to the Company XL Capital and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Company XL Capital shall pay such Lender Bank the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. (c) The parties hereto agree, at the time of or at any time following the implementation of European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in order to reflect the implementation of such monetary union, to permit (if feasible) the Euro to qualify as an Agreed Foreign Currency under the terms and conditions of the definition of such term and to place the parties hereto in the position with respect to the settlement of payments of the Euro as they would have been with respect to the settlement of the Currencies it replaced. AMENDED AND RESTATED CREDIT AGREEMENT

Appears in 1 contract

Samples: Credit Agreement (Xl Capital LTD)

European Monetary Union. If (a) If, as a result of the implementation of European monetary union, (i) any Agreed National Currency ceases to be lawful currency of the nation issuing the same and is replaced by the euro Euro, or (ii) any National Currency and the Euro are at the same time recognized by any governmental authority of the nation issuing such National Currency as lawful currency of such nation and the Administrative Agent or the Required Majority Lenders shall so request in a notice delivered to the BorrowersCompany, then any amount payable hereunder by any party hereto in such Agreed National Currency shall instead be payable in the euro Euro and the amount so payable shall be determined by translating the amount payable in such Agreed National Currency to the euro Euro at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency)European monetary union. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Agreed National Currency will, except as otherwise provided herein, continue to be payable only in that currency. Currency. (b) The Company agrees, at the request of any Lender, to compensate such Lender for any loss, cost, expense or reduction in return that such Lender shall reasonably determine shall be incurred or sustained by such Lender as a result of the replacement implementation of any Agreed Currency by the euro European monetary union and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of any a Lender setting forth such Lender's determination of the amount or amounts necessary to compensate such Lender shall be delivered to the Company and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Company shall pay such Lender the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.. Credit Agreement ----------------

Appears in 1 contract

Samples: Credit Agreement (Newell Rubbermaid Inc)

European Monetary Union. If (a) If, as a result of the implementation of European monetary union, (i) any Agreed European Currency ceases to be lawful currency of the nation issuing the same and is replaced by a European common currency (the euro "Euro"), or (ii) any European Currency and the Euro are at the same time recognized by any Governmental Authority of the nation issuing such European Currency as lawful currency of such nation and the Administrative Agent or the Required Lenders Majority Banks shall so request in a notice delivered to the BorrowersCompany, then any amount payable hereunder by any party hereto in such Agreed European Currency shall instead be payable in the euro Euro and the amount so payable shall be determined by translating the amount payable in such Agreed European Currency to the euro Euro at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro (and the provisions governing payments in Agreed Currencies in this Credit Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency)74 - 70 - European monetary union. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Agreed European Currency will, except as otherwise provided herein, continue to be payable only in that currency. Currency. (b) The Company agrees, at the request of any LenderBank, to compensate such Lender Bank for any loss, cost, expense or reduction in return that such Lender Bank shall reasonably determine shall be incurred or sustained by such Lender Bank as a result of the replacement implementation of any Agreed Currency by the euro European monetary union and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of any Lender a Bank setting forth such LenderBank's determination of the amount or amounts necessary to compensate such Lender Bank shall be delivered to the Company and shall be conclusive and binding on the Company absent manifest error so long as such determination is made on a reasonable basiserror. The Company shall pay such Lender Bank the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. If the Company objects in good faith to any payment demanded under this clause on or before the date such payment is due, then the Company and the Bank demanding such payment shall enter into discussions to review the amount due, and the Company's obligation to pay such amount to such Bank shall be deferred for 45 days after the original demand for payment, and if the Company and such Bank do not reach agreement during such 45-day period on the amount due, the Company shall pay to such Bank at the end of such 45-day period the amount certified by such Bank to be due. (c) The parties hereto agree, at the time of or at any time following the implementation of European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in order to reflect the implementation of such monetary union, to permit (if feasible) the Euro to qualify as an Approved Foreign Currency under the terms and conditions of the definition of such term and to place the parties hereto in the position with respect to the settlement of payments of the Euro as they would have been with respect to the settlement of the Currencies it replaced.

Appears in 1 contract

Samples: Credit Agreement (Young & Rubicam Inc)

European Monetary Union. If (a) If, as a result of the ----------------------- implementation of European monetary union, (i) any Agreed European Currency ceases to be lawful currency of the nation issuing the same and is replaced by a European common currency (the euro "Euro"), or (ii) any European Currency and the Euro are at ---- the same time recognized by the governmental authority which is responsible for issuance or regulation of the relevant European Currency in the nation issuing such European Currency as lawful currency of such nation and the Administrative Agent or the Required Lenders shall so request in a notice delivered to the BorrowersCompany, then any amount payable hereunder by any party hereto in such Agreed European Currency shall instead be payable in the euro Euro or, to the extent then permitted by applicable law, in the Euro or such European Currency at the election of the Company, and the amount so payable shall shall, if payable in the Euro, be determined by translating the amount payable in such Agreed European Currency to the euro Euro at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency)European monetary union. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Agreed European Currency will, except as otherwise provided herein, continue to be payable only in that currency. European Currency. (b) The Company agrees, at the request of any Lender, to compensate such Lender for any loss, cost, expense or reduction in return return, incurred or suffered by such Lender upon or after any of the occurrence of any of the events referred to in clauses (i) or (ii) of the first sentence of Section 9.15(a), that such Lender shall reasonably determine shall be incurred or sustained by such Lender as a result of the replacement implementation of any Agreed Currency by the euro European monetary union and that would not have been incurred or sustained but for the transactions provided for herein, and that was incurred or sustained during the 90-day period prior to the date of demand therefor by such Lender. A certificate of any a Lender setting forth in reasonable detail such Lender's determination calculation of the amount or amounts necessary to compensate such Lender shall be delivered to the Company and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Company shall pay such Lender the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. (c) The parties hereto agree, at the time of or at any time following the implementation of European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in order to reflect the implementation of such monetary union, to permit (if feasible) the Euro to qualify as an Alternate Currency under the terms and conditions of the definition of such term and to place the parties hereto in the position with respect to the settlement of payments of the Euro as they would have been with respect to the settlement of the Currencies it replaced. (d) Each Lender shall use its reasonable best efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize any amounts payable by the Company under this Section 9.15.

Appears in 1 contract

Samples: Credit Agreement (New Marriott Mi Inc)

European Monetary Union. If (a) If, as a result of the ----------------------- implementation of European monetary union, (i) any Agreed European Currency ceases to be lawful currency of the nation issuing the same and is replaced by a European common currency (the euro Euro"), or (ii) any European Currency and the Euro are at ---- the same time recognized by any Governmental Authority of the nation issuing such European Currency as lawful currency of such nation and the Administrative Agent or the Required Lenders Majority Banks shall so request in a notice delivered to the BorrowersCompany, then any amount payable hereunder by any party hereto in such Agreed European Currency shall instead be payable in the euro Euro and the amount so payable shall be determined by translating the amount payable in such Agreed European Currency to the euro Euro at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency)European monetary union. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any Agreed European Currency will, except as otherwise provided herein, continue to be payable only in that currency. Currency. (b) The Company agrees, at the request of any LenderBank, to compensate such Lender Bank for any loss, cost, expense or reduction in return that such Lender Bank shall reasonably reasonable determine shall be incurred or sustained by such Lender Bank as a result of the replacement implementation of any Agreed Currency by the euro European monetary union and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of any Lender a Bank setting forth such LenderBank's determination of the amount or amounts necessary to compensate such Lender Bank shall be delivered to the Company and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Company shall pay such Lender Bank the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof.. Credit Agreement ---------------- (c) The parties hereto agree, at the time of or at any time following the implementation of European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in order to reflect the implementation of such monetary union, to permit (if feasible) the Euro to qualify as an Agreed Foreign Currency under the terms and conditions of the definition of such term and to place the parties hereto in the position with respect to the settlement of payments of the Euro as they would have been with respect to the settlement of the Currencies it replaced. Credit Agreement ----------------

Appears in 1 contract

Samples: Credit Agreement (Xl Capital LTD)

European Monetary Union. If (a) If, as a result of the implementation of the European monetary union, (i) any Agreed Optional Currency ceases to be lawful currency of the nation issuing the same and is replaced by the euro Euro or (ii) any Optional Currency and the Administrative Euro are at the same time recognized by any governmental authority of the nation issuing such currency as lawful currency of such nation and the Agent or the Required Lenders shall so request in a notice delivered to the Borrowers, then any amount payable hereunder by any party hereto in such Agreed Optional Currency shall instead be payable in the euro Euro and the amount so payable shall be determined by translating the amount payable in such Agreed Optional Currency to the euro Euro at the exchange rate established recognized on the date of such request by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency)European monetary union. Prior to the occurrence of the event or events described in clauses (i) or (ii) of the preceding sentence, each amount payable hereunder in any Agreed Optional Currency will, except as otherwise provided hereinin this Agreement, continue to be payable only in that currency. Optional Currency. (b) The Company agreesBorrowers agree, at the request of Agent or any Lender, to compensate Agent or such Lender for any loss, cost, expense or reduction in return that Agent or such Lender shall reasonably determine shall be incurred or sustained by Agent or such Lender as a result of the replacement implementation of any Agreed Currency by the euro European monetary union and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of Agent or any Lender setting forth Agent's or such Lender's determination of the amount or amounts necessary to compensate Agent or such Lender shall be delivered to the Company Borrowers and shall be conclusive absent manifest error so long as such determination is made on a reasonable basiserror. The Company Borrowers shall pay Agent or such Lender Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. (c) The parties hereto agree, at the time of or at any time following the implementation of in European monetary union, to use reasonable efforts to enter into an agreement amending this Agreement in order to reflect the implementation of such monetary union, to place the parties hereto in the position with respect to the settlement of payments in the Euro as they would have been with respect to the settlement of payments in the currencies it replaced. (d) Each of the Borrowers, the Agent and the Lenders confirm that the occurrence or non-occurrence of an event associated with economic and monetary union in the European Community will not have the effect of altering any term of, or discharging or excusing 52 performance under, this Agreement or any Transaction Document, give a party the right unilaterally to alter or terminate this Agreement or any Transaction Document or, in and of itself, give rise to an Event of Default. An event associated with the economic and monetary union in the European Community includes, without limitation, each (and any combination) of the following: (i) the introduction of, changeover to, operation of, or the ceasing of the operation of a single or unified European currency; (ii) the fixing of conversion rates between a member state's currency and the new currency or between the currencies of member states; (iii) the introduction of that new currency as lawful currency in a member state; (iv) the withdrawal from legal tender of any currency that, before the introduction of the new currency, was lawful currency in one of the member states; (v) the disappearance or replacement of a relevant rate option or other price source for the Euro or the national currency of any member state, or the failure of the agreed sponsor (or successor sponsor) to publish or display a relevant rate, index, price, page or screen; or (vi) the failure of the monetary union and return by a member state to its own separate currency or any other currency recognized by such member state as lawful currency. (e) If for any reason following the implementation of European monetary union and the replacement of lawful currencies of nations issuing the same, the Euro ceases to be recognized as lawful currency, then any amount payable by Borrowers which would otherwise be denominated in Euros shall be payable by Borrowers in accordance with the provisions of Section 3.23.

Appears in 1 contract

Samples: Credit Agreement (Zoltek Companies Inc)

European Monetary Union. If (a) If, as a result of the implementation of European monetary union, (i) any Agreed Optional Currency ceases to be lawful currency of the nation issuing the same and is replaced by a European single currency (the euro so-called "Euro") or (ii) any Optional Currency and the "Euro" are at the same time recognized by the central bank or comparable authority of the nation issuing such Optional Currency as lawful currency of such nation and the Administrative Agent or the Required Majority Lenders shall so request in a notice delivered to the BorrowersCompany, then any amount payable hereunder by the Lenders to any party hereto Borrower, or by any Borrower to the Lenders, in such Agreed Optional Currency shall instead be payable in the euro "Euro" and the amount so payable shall be determined by translating the amount payable in such Agreed Optional Currency to the euro "Euro" at the exchange rate established recognized by that nation the European Central Bank for the purpose of implementing the replacement of the relevant Agreed Currency by the euro European monetary union. (and the provisions governing payments in Agreed Currencies in this Agreement shall apply to such payment in the euro as if such payment in the euro were a payment in an Agreed Currency). Prior to the occurrence of the event or events described in the preceding sentence, each amount payable hereunder in any Agreed Currency will, except as otherwise provided herein, continue to be payable only in that currency. b) The Company agrees, at the request of any Lender, to compensate such Lender for any reasonable loss, cost, expense or reduction in return that such Lender shall reasonably determine shall be incurred or sustained by such Lender (other than through such Lender's gross negligence or willful misconduct) as a result of the replacement implementation of any Agreed Currency by the euro and European monetary union, that would not have been incurred or sustained but for the transactions provided for hereinherein and that, to the extent that such loss, cost, expense or reduction is of a type generally applicable to extensions of credit similar to the extensions of credit hereunder, is generally being requested from borrowers subject to similar provisions. A certificate of any a Lender setting forth such Lender's determination of (x) the amount or amounts necessary to compensate such Lender (y) describing the nature of the loss or expense sustained or incurred by such Lender as a consequence thereof and (z) setting forth a reasonably detailed explanation of the calculation thereof shall be delivered to the Company and shall be conclusive absent manifest error so long as such determination is made on a reasonable basiserror. The Company shall pay such Lender the amount shown as due on any such certificate within ten (10) 10 days after receipt thereof. (c) Each of the Borrowers agrees, at the request of the Majority Lenders, at the time of or at any time following the implementation of European monetary union, to enter into an agreement amending this Credit Agreement in such manner as the Majority Lenders shall reasonably specify in order to reflect the implementation of such European monetary union to place the parties hereto in the position they would have been in had such European monetary union not been implemented.

Appears in 1 contract

Samples: Multicurrency Revolving Credit and Term Loan Agreement (Samsonite Holdings Inc)