German Global Assignment Sample Clauses

German Global Assignment the German global assignment executed and delivered by a German Borrower in favor of the Agent on the Second Restatement Date, substantially in the form of Exhibit F-2.
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German Global Assignment each German global assignment executed and delivered by a relevant German Facility Obligor in favor of the Agent, in a form substantially consistent in all material respects with the German law global assignments executed and delivered by the applicable Borrowers under the Fourth Amended and Restated Loan and Security Agreement, or in such other form as may be reasonably acceptable to Agent. German Guarantor: as defined in Section 5.11.7. German Inventory Formula Amount: as of any date of determination, the lesser of (a) 75% of the Value of such German Borrower’s Eligible Inventory; or (b) 85% of the NOLV Percentage of the Value of the German Borrower’s Eligible Inventory. Notwithstanding the foregoing, the aggregate amount of the German Inventory Formula Amount which may be attributed to Eligible In-Transit Inventory (the “German In-Transit Availability”) shall not exceed $5,000,000; provided that, the German In-Transit Availability (after taking into effect the previous proviso) shall be reduced by the German Expeditors Reserve if, as of any date of determination, either (I) German Net Excess Availability is less than 10% of the Maximum German Facility Amount, or (II) there are any accounts payable owed by any German Facility Obligor to Expeditors which are aged in excess of historical levels (except in cases of good faith disputes). German Issuing Bank: Bank of America or an Affiliate of Bank of America. German LC Obligations: the sum (without duplication) of (a) all amounts owing by the German Borrower for any drawings under Letters of Credit; (b) the stated amount of all outstanding Letters of Credit issued for the account of the German Borrower, which if such Letter of Credit is denominated in a currency other than Dollars, British Pounds, Swiss Francs or Euros, may be stated by Agent (at its option) in Dollars, British Pounds, Swiss Francs or Euros calculated at the Spot Rate; and (c) all fees and other amounts owing with respect to Letters of Credit issued for the account of the German Borrower. DB1/ 136236807.8
Sample 1
German Global Assignment the German global assignment executed and delivered by a German Borrower in favor of the Agent on the Second Restatement Date, substantially in the form of Exhibit F-2. German Guarantor: each Canadian Subsidiary (other than any Canadian Subsidiary that qualifies as an Excluded Subsidiary under clause (b), (c), (e), (f) or (g) of the definition of “Excluded Subsidiary”), the Lead Borrower, Holdings, each European Guarantor and each other U.S. Guarantor that guarantees payment or performance of any German Secured Obligations pursuant to the terms and provisions of this Agreement and listed on Schedule II hereto or joined pursuant to a joinder agreement as contemplated by Section 9.1.9.
Sample 1

Related to German Global Assignment

  • General Assignment A general assignment by Tenant for the benefit of creditors;

  • Collateral Assignment The Owner may assign this contract as collateral security. The Company is not responsible for the validity or effect of a collateral assignment. The Company will not be responsible to an assignee for any payment or other action taken by the Company before receipt of the assignment in writing at its Home Office. The interest of any beneficiary will be subject to any collateral assignment made either before or after the beneficiary is named. A collateral assignee is not an Owner. A collateral assignment is not a transfer of ownership. Ownership can be transferred only by complying with Section 8.2.

  • Lawful Assignment No Receivable was originated in, or is subject to the laws of, any jurisdiction the laws of which would make unlawful, void or voidable the sale, transfer and assignment of such Receivable under this Agreement or pursuant to transfers of the Notes.

  • ASSIGNMENT AND TRANSFER SIGNATURE LINES FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto ______________________________ whose taxpayer identification number is _______________________ and whose address including postal zip code is ____________________________, the within Receipt and all rights thereunder, hereby irrevocably constituting and appointing ________________________ attorney-in-fact to transfer said Receipt on the books of the Depositary with full power of substitution in the premises. Dated: Name: By: Title:

  • Non-Assignment PROVIDER shall neither assign its rights nor delegate its duties under this Agreement without the prior written consent of A&M System.

  • Acceptance of Assignments by Administrative Agent Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

  • Parties Bound; Assignment This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder.

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