Common use of Foreign Borrower Obligations Clause in Contracts

Foreign Borrower Obligations. (a) Notwithstanding the joint and several liability of the Borrowers under this Agreement, the obligations of each Foreign Borrower on account of principal and interest and Reimbursement Obligations shall be limited to the principal amount advanced to such Foreign Borrower and its Subsidiaries and reimbursement of draws under Letters of Credit issued for the account of such Foreign Borrower and its Subsidiaries and, in each case, interest thereon. Each Foreign Borrower shall be liable only for its pro rata share of all fees and expenses and other sums due hereunder (other than principal and interest on the Loans) based upon the ratio of Loans outstanding to such Foreign Borrower to the total amount of Loans outstanding hereunder. (b) Any Foreign Borrower may from time to time deliver a termination notice to the Agent requesting that it no longer be a party hereto. Such termination shall be effective two Business Days after receipt by the Agent so long as all obligations of such Foreign Borrower hereunder have been paid in full (including principal, interest and other amounts) and no Letter of Credit issued for the account or benefit of such Foreign Borrower is outstanding; provided that, to the extent this Agreement provides for the survival of certain provisions upon termination hereof, such surviving provisions shall survive a termination under this subsection with respect to any such Foreign Borrower. Following receipt of such notice, no further Loans may be borrowed by such Foreign Borrower hereunder, unless such Foreign Borrower shall thereafter rejoin this Agreement as a Borrower pursuant to the joinder provisions of Section 5.9 hereof.

Appears in 2 contracts

Samples: Credit Agreement (West Pharmaceutical Services Inc), Credit Agreement (West Pharmaceutical Services Inc)

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Foreign Borrower Obligations. (a) Notwithstanding the joint and several liability of the Borrowers under this Agreement (including notwithstanding Section 9.19 of this Agreement), the obligations of each Foreign Borrower on account of shall be liable solely for principal and interest and on Loans (or Reimbursement Obligations shall be limited to the principal amount Obligations) specifically made or advanced to such Foreign Borrower and its Subsidiaries and reimbursement of draws under Letters of Credit (or issued for the account of of) such Foreign Borrower and its Subsidiaries and, in each case, interest thereonBorrower. Each Foreign Borrower shall be liable only for its pro rata share of all fees and expenses and other sums due hereunder (other than principal and interest on the Loans) based upon the ratio of Loans outstanding to such Foreign Borrower to the total amount of Loans outstanding hereunder. A Foreign Borrower shall only be liable for indemnities to be paid under or in relation to this Agreement if and to the extent the corresponding damages are caused by such Foreign Borrower. For the avoidance of doubt, no Foreign Borrower shall be liable for the principal of or interest on any Loan made or advanced to any Domestic Borrower (and not to such Foreign Borrower), any Reimbursement Obligation relating to a Letter of Credit issued for the account of a Domestic Borrower or, except as specifically provided in this Section 2.22(a), any other Obligation of a Domestic Borrower. (b) Any Foreign Borrower may from time to time deliver a termination notice to the Administrative Agent requesting that it no longer be a party hereto. Such termination shall be effective two Business Days after receipt by the Administrative Agent so long as all obligations of such Foreign Borrower hereunder have been paid in full (including principal, interest and other amounts) and no Letter of Credit issued for the account or benefit of such Foreign Borrower is outstanding; provided that, to the extent this Agreement provides for the survival of certain provisions upon termination hereof, such surviving provisions shall survive a termination under this subsection with respect to any such Foreign Borrower. Following receipt of such notice, no further Loans may be borrowed by such Foreign Borrower hereunder, unless such Foreign Borrower shall thereafter rejoin this Agreement as a Borrower pursuant to the joinder provisions of Section 5.9 hereof. (c) With respect to each Borrower that is incorporated or formed in Denmark, such Borrower’s obligations under this Agreement or under any of the other Loan Documents shall be limited if and to the extent required to comply with Danish statutory provisions on unlawful financial assistance including without limitation, Sections 206, 207, 208, 209, 210, 211 and 212 of the Danish Companies Act (2009) or any other applicable financial assistance rules of Denmark.

Appears in 1 contract

Samples: Credit Agreement (West Pharmaceutical Services Inc)

Foreign Borrower Obligations. (a) Notwithstanding anything else in this Agreement to the joint and several liability of the Borrowers under this Agreementcontrary (including Section 9.19), the obligations of each Foreign Borrower on account of and each Domestic Borrower that is a Foreign Subsidiary Holdco shall be liable solely for principal and interest and on Loans (or Reimbursement Obligations shall be limited to the principal amount Obligations) specifically made or advanced to such Foreign Borrower and its Subsidiaries and reimbursement of draws under Letters of Credit (or issued for the account of of) such Foreign Borrower and its Subsidiaries and, in each case, interest thereonor such Foreign Subsidiary Holdco. Each Foreign Borrower and Domestic Borrower that is a Foreign Subsidiary Holdco shall be liable only for its pro rata share of all fees and expenses and other sums due hereunder (other than principal and interest on the Loans) based upon the ratio of Loans outstanding to such Foreign Borrower or Domestic Borrower that is a Foreign Subsidiary Holdco to the total amount of Loans outstanding hereunder. A Foreign Borrower or Domestic Borrower that is a Foreign Subsidiary Holdco shall only be liable for indemnities to be paid under or in relation to this Agreement if and to the extent the corresponding damages are caused by such Foreign Borrower or Foreign Subsidiary Holdco. For the avoidance of doubt, no Foreign Borrower or Domestic Borrower that is a Foreign Subsidiary Holdco shall be liable for the principal of or interest on any Loan made or advanced to any other Domestic Borrower (and not to such Foreign Borrower or Foreign Subsidiary Holdco), any Reimbursement Obligation relating to a Letter of Credit issued for the account of any other Domestic Borrower or, except as specifically provided in this Section 2.22(a), any other Obligation of any other Domestic Borrower. (b) Any Foreign Borrower may from time to time deliver a termination notice to the Administrative Agent requesting that it no longer be a party hereto. Such termination shall be effective two (2) Business Days after receipt by the Administrative Agent so long as all obligations of such Foreign Borrower hereunder have been paid Paid in full Full (including principal, interest and other amounts) and no Letter of Credit issued for the account or benefit of such Foreign Borrower is outstanding; provided provided, that, to the extent this Agreement provides for the survival of certain provisions upon termination hereof, such surviving provisions shall survive a termination under this subsection with respect to any such Foreign Borrower. Following receipt of such notice, no further Loans may be borrowed by such Foreign Borrower hereunder, unless such Foreign Borrower shall thereafter rejoin this Agreement as a Borrower pursuant to the joinder provisions of Section 5.9 hereof5.09.

Appears in 1 contract

Samples: Second Amendment and Joinder and Assumption Agreement (West Pharmaceutical Services Inc)

Foreign Borrower Obligations. (a) Notwithstanding the joint and several liability of the Borrowers under this Agreement, the obligations of each Foreign Borrower on account of principal and interest and Reimbursement Obligations shall be limited to the principal amount advanced to such Foreign Borrower and its Subsidiaries and reimbursement of draws under Letters of Credit issued for the account of such Foreign Borrower and its Subsidiaries and, in each case, interest thereon. Each Foreign Borrower shall be liable only for its pro rata share of all fees and expenses and other sums due hereunder (other than principal and interest on the Loans) based upon the ratio of Loans outstanding to such Foreign Borrower to the total amount of Loans outstanding hereunder. (b) Any Foreign Borrower may from time to time deliver a termination notice to the Administrative Agent requesting that it no longer be a party hereto. Such termination shall be effective two Business Days after receipt by the Administrative Agent so long as all obligations of such Foreign Borrower hereunder have been paid in full (including principal, interest and other amounts) and no Letter of Credit issued for the account or benefit of such Foreign Borrower is outstanding; provided that, to the extent this Agreement provides for the survival of certain provisions upon termination hereof, such surviving provisions shall survive a termination under this subsection with respect to any such Foreign Borrower. Following receipt of such notice, no further Loans may be borrowed by such Foreign Borrower hereunder, unless such Foreign Borrower shall thereafter rejoin this Agreement as a Borrower pursuant to the joinder provisions of Section 5.9 hereof.

Appears in 1 contract

Samples: Credit Agreement (West Pharmaceutical Services Inc)

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Foreign Borrower Obligations. (a) Notwithstanding the joint and several liability of the Borrowers under this Agreement, the obligations of each Foreign Borrower on account of shall be liable solely for principal and interest and on Loans (or Reimbursement Obligations shall be limited to the principal amount Obligations) specifically made or advanced to such Foreign Borrower and its Subsidiaries and reimbursement of draws under Letters of Credit (or issued for the account of of) such Foreign Borrower and its Subsidiaries and, in each case, interest thereonBorrower. Each Foreign Borrower shall be liable only for its pro rata share of all fees and expenses and other sums due hereunder (other than principal and interest on the Loans) based upon the ratio of Loans outstanding to such Foreign Borrower to the total amount of Loans outstanding hereunder. A Foreign Borrower shall only be liable for indemnities to be paid under or in relation to this Agreement if and to the extent the corresponding damages are caused by such Foreign Borrower. For the avoidance of doubt, no Foreign Borrower shall be liable for the principal of or interest on any Loan made or advanced to any Domestic Borrower (and not to such Foreign Borrower), any Reimbursement Obligation relating to a Letter of Credit issued for the account of a Domestic Borrower or, except as specifically provided in this Section 2.22(a), any other Obligation of a Domestic Borrower. (b) Any Foreign Borrower may from time to time deliver a termination notice to the Administrative Agent requesting that it no longer be a party hereto. Such termination shall be effective two Business Days after receipt by the Administrative Agent so long as all obligations of such Foreign Borrower hereunder have been paid in full (including principal, interest and other amounts) and no Letter of Credit issued for the account or benefit of such Foreign Borrower is outstanding; provided that, to the extent this Agreement provides for the survival of certain provisions upon termination hereof, such surviving provisions shall survive a termination under this subsection with respect to any such Foreign Borrower. Following receipt of such notice, no further Loans may be borrowed by such Foreign Borrower hereunder, unless such Foreign Borrower shall thereafter rejoin this Agreement as a Borrower pursuant to the joinder provisions of Section 5.9 hereof. (c) With respect to each Borrower that is incorporated or formed in Denmark, such Borrower’s obligations under this Agreement or under any of the other Loan Documents shall be limited if and to the extent required to comply with Danish statutory provisions on unlawful financial assistance including without limitation, Sections 206, 207, 208, 209, 210, 211 and 212 of the Danish Companies Act (2009) or any other applicable financial assistance rules of Denmark.

Appears in 1 contract

Samples: Credit Agreement (West Pharmaceutical Services Inc)

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