General contract rules Sample Clauses

General contract rules. Cash pooling agreements under Luxembourg law need to be agreed within the wide boundaries of Luxembourg civil law. Other than for evidence purposes, it is not even necessary that cash pooling agreements be agreed in writing (though this is advisable). If the cash pooling agreement provides for a security (eg, a set-off provision) that can be considered as financial collateral under the Financial Collateral Act of August 5 2005, it should be in writing. It would then also be advisable that each party to the agreement acknowledge receipt of an original copy of the agreement (particularly for filing reasons, which are discussed below) and, of course, actually receive a copy. The legal basis for creating valid rights and commitments under Luxembourg law is the freely exercised joint intention of the parties. Flaws that may affect the validity of a contracts generally include violence, misrepresentation and sometimes a party’s error. Additional validity issues may arise if it appears that the main reason for which some or all parties have entered into the cash pooling agreement is to harm a third party or a group company. It is, for instance, conceivable that a cash pooling agreement could provide for use of the cash or creditworthiness of a group member only or mainly in the interests of other group companies. This could then be seen as a misuse of corporate assets, a criminal offence, and the cash pooling agreement could be voided as a result. Another improper purpose would be to use a cash pooling agreement to strip a group company of its assets in anticipation of an insolvency event in the group. Generally speaking, however, Luxembourg law allows the parties a lot of freedom to agree on such provisions as they wish. The courts are obliged by law to follow the joint intentions of the parties at the time of signing, rather than trying to consider a cash pooling agreement as a so-called ‘named agreement’ (ie, an agreement of a type that is specifically dealt with by Luxembourg law, such as a loan) and deriving the parties mutual obligations from it. The use of English as the prevailing language of a cash pooling agreement is not a problem. In court, a translation of such an agreement into French or German might be needed. There may be a need to file certain cash pooling agreements with the local indirect tax authorities (Administration de l’Enregistrement et des Domaines), which have the right and the obligation to levy a nominal registration duty or an ad val...
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General contract rules. 9.1. Official Tertiary holiday dates are based on Stellenbosch University's published holiday and term dates for 2021 or Western Cape School holidays for scholars. This may change as per Government gazette.
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