Foreign Currency Judgments. The Company agrees to indemnify the Agents against any loss incurred by the Agents as a result of any judgment or order being given or made for the amount due under this Agreement and such judgment or order being paid in a currency (a “Judgment Currency”) other than U.S. dollars as a result of any variation between (i) the rate of exchange at which U.S. dollars are converted into the Judgment Currency for the purpose of such judgment or order and (ii) the rate of exchange at which the applicable Agent is able to purchase U.S. dollars with the amount of the Judgment Currency actually received by such Agent. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.
Foreign Currency Judgments. (a) If, for the purpose of -------------------------- obtaining judgment in any court, it is necessary to convert a sum due hereunder in one currency into another currency, each Loan Party agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the relevant Lender (or agent acting on its behalf) or the relevant Administrative Agent could purchase the first currency with such other currency for the first currency on the Business Day immediately preceding the day on which final judgment is given.
(b) The obligations of each Loan Party in respect of any sum due hereunder shall, notwithstanding any judgment in a currency (the "Judgment -------- Currency") other than that in which such sum is denominated in accordance with -------- this Agreement (the "Agreement Currency"), be discharged only to the extent ------------------ that, on the Business Day following receipt by any Lender (or agent acting on its behalf) (the "Applicable Creditor") of any sum adjudged to be so due in the ------------------- Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, such Loan Party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss, provided that if the amount of the Agreement Currency so purchased exceeds the -------- sum originally due to the Applicable Creditor, the Applicable Creditor agrees to remit such excess to such Loan Party. The obligations of each Loan Party and Lender contained in this subsection shall survive the termination of this Agreement and the payment of all amounts owing hereunder.
Foreign Currency Judgments. The obligation of the Company or any Selling Stockholder in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company or such Selling Stockholder, as the case may be, agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company or such Selling Stockholder, as the case may be, an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder. If the foregoing is in accordance with the Representatives' understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Selling Stockholders, the Company and the several Underwriters in accordance with its terms. Very truly yours, SELLING STOCKHOLDERS FIRST RESERVE FUND VIII, L.P. By its General Partner, First Reserve GP VIII, L.P. By its General Partner, First Reserve Corporation /s/ Xxxxxx X. Xxxxxxx ---------------------------------------- Duly authorized signatory WEDGE ENGINEERING B.V. /s/ Xxxxxxx X. Xxxxx, Xx. -------------------------------------------- Duly authorized signatory /s/ Xxxxxx X. Xxxxx -------------------------------------------- Xxxxxx X. Xxxxx COMPANY CHICAGO BRIDGE & IRON COMPANY N.V. By: Chicago Bridge & Iron Company B.V., as its Managing Director By: /s/ Xxxxxxx X. Xxxxxxxx ---------------------------------------- Xxxxxxx X. Xxxxxxxx Managing Director [Signature Page - Underwriting Agreement] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC BANC OF AMERICA SECURITIES LLC XXXXXX BROTHERS INC. BMO XXXXXXX XXXXX CORP. FIRST ALBANY CORPORATION HIBERNIA SOUTHCOAST CAPITAL XXXXXXX XXXXXX XXXXXX, INC. Acting on behalf of themselves and as the Representatives of the severa...
Foreign Currency Judgments. The Company agrees to indemnify the Agents against any loss incurred by the Agents as a result of any judgment or order being given or made for the amount due under this Agreement and such judgment or order being paid in a currency (a “Judgment Currency”) other than U.S. dollars as a result of any variation between (i) the rate of exchange at which U.S. dollars are converted into the Judgment Currency for the purpose of such judgment or order and (ii) the rate of exchange at which the Related Agent is able to purchase U.S. dollars with the amount of the Judgment Currency actually received by such Agent. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 8 or Section 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent does not contain a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party (unless such statement is agreed to by the indemnified party in writing); provided, however, that in the event such settlement, compromise or consent by the indemnifying party does not include an unconditional release of each indemnified party from all liability arising out of any litigation, investigation, proceeding or claim, the provisions of this section with respect to indemnification shall continue and survive.
Foreign Currency Judgments. The obligation of the Company or the Selling Stockholder in respect of any sum due to the Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriter hereunder, the Company or the Selling Stockholder, as the case may be, agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriter hereunder, the Underwriter agrees to pay to the Company or the Selling Stockholder, as the case may be, an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriter hereunder.
Foreign Currency Judgments. The Company agrees to indemnify each of the Agents against any loss incurred by such Agent as a result of any judgment or order being given or made for the amount due under this Agreement and such judgment or order being paid in a currency (a “Judgment Currency”) other than U.S. dollars as a result of any variation between (i) the rate of exchange at which U.S. dollars are converted into the Judgment Currency for the purpose of such judgment or order and (ii) the rate of exchange at which such Agent is able to purchase U.S. dollars with the amount of the Judgment Currency actually received by such Agent. The
Foreign Currency Judgments. A judgment duly obtained in the courts of England in respect of the Agreement given in Euros, Canadian Dollars, Czech Korunas or USD, and being enforced in the Slovak Republic in Euros, Canadian Dollars, Czech Korunas or USD respectively, would be implemented in Euros, Canadian Dollars, Czech Korunas or USD respectively. This opinion is subject to the following qualifications:
1. The validity, enforceability and effectiveness of the Agreement against the Company are limited by all bankruptcy, insolvency, moratorium and other laws affecting creditors' rights generally.
2. References in this opinion to the term "enforceable" mean that each obligation or document is of a type and form that the Slovak courts would enforce. It is not certain, however, that each obligation or document will be enforced in accordance with its terms in every circumstance, enforcement being subject to inter alia the nature of the remedies available in the Slovak courts, the acceptance by such courts of jurisdiction, the power of such courts to stay proceedings, the provisions of other principles of law of general application (such as e.g. the concept of fair business conduct) and all limitations resulting from the laws of bankruptcy, insolvency, liquidation, forced administration, any statutes of limitation and lapse of time or other laws affecting generally the enforcement of creditors' rights.
3. Any subsidies or other funds obtained by the Company from the state budget or from the budget of the European Union or any assets purchased from funds originated from the state budget are immune from attachment and from execution and would not be available to creditors in any enforcement proceedings.
Foreign Currency Judgments. The obligation of the Company in respect of any sum due to any U.S. Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such U.S. Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such U.S. Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such U.S. Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such U.S. Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such U.S. Underwriter hereunder, such Underwriter agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such U.S. Underwriter hereunder. If the foregoing is in accordance with the Representatives' understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Selling Shareholder and the several U.S. Underwriters in accordance with its terms. Very truly yours, CHICAGO BRIDGE & IRON COMPANY N.V. By......................................... Name: Title: PRAXAIR, INC.
Foreign Currency Judgments. (A) IF, FOR THE PURPOSE OF -------------------------- OBTAINING JUDGMENT IN ANY COURT, IT IS NECESSARY TO CONVERT A SUM DUE HEREUNDER IN ONE CURRENCY INTO ANOTHER CURRENCY, EACH LOAN PARTY AGREES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO, THAT THE RATE OF EXCHANGE USED SHALL BE THAT AT WHICH IN ACCORDANCE WITH NORMAL BANKING PROCEDURES IN THE RELEVANT JURISDICTION THE RELEVANT LENDER (OR AGENT ACTING ON ITS BEHALF) OR THE RELEVANT ADMINISTRATIVE AGENT COULD PURCHASE THE FIRST CURRENCY WITH SUCH OTHER CURRENCY FOR THE FIRST CURRENCY ON THE BUSINESS DAY IMMEDIATELY PRECEDING THE DAY ON WHICH FINAL JUDGMENT IS GIVEN.
Foreign Currency Judgments. () If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in one currency into another currency, each of the Borrowers agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the relevant Lender (or agent acting on its behalf) or the Administrative Agent could purchase the first currency with such other currency for the first currency on the Business Day immediately preceding the day on which final judgment is given.
