German Guarantee Limitations. (a) In this Clause 21.10:
German Guarantee Limitations. (a) To the extent that the guarantee created under this Guarantee Agreement or any other obligation which qualifies as a “payment” (Zahlung) within the meaning of Sections 30, 31 of the German Limited Liabilities Company Act (GmbHG) (the “GmbH-Act”) (the “Guarantee”) is granted or incurred by a Guarantor incorporated in Germany as a limited liability company (GmbH) (each a “German Guarantor” and collectively, “German Guarantors”), currently CB&I Xxxxxx GmbH and CB&I Novolen Technology GmbH, and the Guarantee of the German Guarantor guarantees amounts which are owed by any current or future direct or indirect shareholders of the German Guarantor or Subsidiaries of such shareholders (with the exception of Subsidiaries which are also Subsidiaries of the German Guarantor), the Guarantee of the German Guarantor shall be subject to certain limitations as set out in the following paragraphs of this clause. In relation to any other amounts guaranteed, the Guarantee of the German Guarantor remains unlimited.
German Guarantee Limitations. (a) Each Secured Party agrees not to enforce against a German Guarantor any payment obligation arising out of the guarantee contained in Section 2.01 (the “Payment Obligation”) (i) if and to the extent such Payment Obligation secures obligations of an affiliated company (verbundenes Unternehmen) of such German Guarantor within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (other than any of the German Guarantor’s Subsidiaries) and (ii) if and to the extent the enforcement of such Payment Obligation would cause the German Guarantor’s or, in the case of a German GmbH & Co. KG Guarantor, its general partner’s net assets (Reinvermögen), i.e., assets (the calculation of which shall include all items set forth in Section 266(2) A., B. and C. of the German Commercial Code (Handelsgesetzbuch)) minus liabilities and liability reserves (the calculation of which shall include all items set forth in Section 266(3) B., C. and D. of the German Commercial Code (Handelsgesetzbuch)) to fall below its stated share capital (Stammkapital) (Begründung einer Unterbilanz) or, if such net assets are already less than its stated share capital (Stammkapital), would cause such amount to be further reduced (Vertiefung einer Unterbilanz) (such event a “Capital Impairment”) and such enforcement would result in a violation of Section 30 of the German Act on Limited Liability Companies (Gesetz betreffend die Gesellschaften mit beschränkter Haftung – “GmbHG”) provided that for the purposes of calculating the amount to be enforced (if any) the following balance sheet items shall be adjusted as follows:
German Guarantee Limitations. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Section 10.1) or any other Loan Document:
German Guarantee Limitations. (a) If and to the extent that:
German Guarantee Limitations. (a) The right of the Secured Parties to enforce the Guaranteed Obligations of a German Guarantor existing in the form of a German limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) or a limited liability partnership with a limited liability company as partner (GmbH & Co. KG) under this Article X shall be limited if and to the extent that the Guaranteed Obligations secure any obligation of an affiliated company (verbundenes Unternehmen) within the meaning of section 15 German Stock Corporation Act (Aktiengesetz) (in each case other than any of such German Guarantor's direct or indirect subsidiaries) and the enforcement of such Guaranteed Obligations would cause:
German Guarantee Limitations. On the basis of the judgements LG Darmstadt, 25.4.2013 – 16 O 000/00, XXX Xxxxxxxxx a. M., 8.11.2013 – 24 X 00/00 X, XXX, 10.1.2017 – II ZR 94/15 and BGH, 21.3.2017 – II ZR 93/16 the respective directors (Geschäftsführer) of each of the German Domiciled Obligor have assessed the financing concept provided for in connection with the Loan Documents and are satisfied by its robustness. In the case that during the lifetime of this Agreement the directors of a German Domiciled Obligor reasonably expect to suffer a personal liability in the case of a demand under the guarantee and indemnity as a result of a change in law or a further interpretation of the foregoing judgements, the Lenders agree to enter into negotiations with that German Domiciled Obligor in order to limit the guarantee and indemnity in order to avoid a personal liability of the directors of that German Domiciled Obligor. Other limitations and qualifications to the Obligations of any German Domiciled Obligor set forth in Schedule I to the Seventh Amendment may be agreed in writing by Agent in its discretion.
German Guarantee Limitations. The enforcement of the guarantee created under this Clause 19 and any indemnity owing under this Agreement by any German Guarantor, shall be subject to the following limitations:
German Guarantee Limitations. (a) To any guarantor, or deemed guarantor and/or surety provider under the law, incorporated under the laws of the Federal Republic of Germany and constituted in the form of a German limited liability company ("Gesellschaft mit beschrankter Haftung-GmbH") (a "German Company") the following shall apply:
German Guarantee Limitations
