German Guarantor Sample Clauses

German Guarantor. Subject to Section 7.11(b) through Section 7.11(e) below, the Secured Parties shall not enforce the guarantee obligations of a German Guarantor existing in the form of a German limited liability company (Gesellschaft mit beschränkter Haftung; GmbH) or limited partnership with a limited liability company as partner (GmbH or GmbH & Co. KG) under this Article VII to the extent (i) such German Guarantor guarantees obligations of one of its shareholders or of an affiliated company (verbundenes Unternehmen) of a shareholder within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (other than a Subsidiary of that German Guarantor or the German Guarantor itself), and (ii) the enforcement of such guarantee for shareholder obligations would reduce, in violation of Section 30 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung – “GmbHG”), the net assets (assets minus liabilities minus provisions and liability reserves (Reinvermögen)), in each case as calculated in accordance with generally accepted accounting principles in Germany (Grundsätze ordnungsmäßiger Buchführung) as consistently applied by such German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss gem. section 42 GmbHG, sections 242, 264 German Commercial Code (Handelsgesetzbuch – HGB)) of the German Guarantor (or in the case of a GmbH & Co. KG, its general partner) to an amount that is insufficient to maintain its (or in the case of a GmbH & Co. KG, its general partner’s) registered share capital (Stammkapital) (or would increase an existing shortage in its net assets below its registered share capital); provided that for the purpose of determining the relevant registered share capital and the net assets, as the case may be:
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German Guarantor. 268 (a) Subject to Section 7.11(b) through Section 7.11(e) below, the Secured Parties shall not enforce the guarantee obligations of a German Guarantor existing in the form of a German limited liability company (Gesellschaft mit beschränkter Haftung; GmbH) or limited partnership with a limited liability company as partner (GmbH or GmbH & Co. KG) under this Article VII to the extent (i) such German Guarantor guarantees obligations of one of its shareholders or of an affiliated company (verbundenes Unternehmen) of a shareholder within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (other than a Subsidiary of that German Guarantor or the German Guarantor itself), and (ii) the enforcement of such guarantee for shareholder obligations would reduce, in violation of Section 30 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung – “GmbHG”), the net assets (assets minus liabilities minus provisions and liability reserves (Reinvermögen)), in each case as calculated in accordance with generally accepted accounting principles in Germany (Grundsätze ordnungsmäßiger Buchführung) as consistently applied by such German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss gem. section 42 GmbHG, sections 242, 264 German Commercial Code (Handelsgesetzbuch – HGB)) of the German Guarantor (or in the case of a GmbH & Co. KG, its general partner) to an amount that is insufficient to maintain its (or in the case of a GmbH & Co. KG, its general partner’s) registered share capital (Stammkapital) (or would increase an existing shortage in its net assets below its registered share capital); provided that for the purpose of determining the relevant registered share capital and the net assets, as the case may be: (i) The amount of any increase of registered share capital (Stammkapital) of such German Guarantor (or its general partner in the form of a GmbH) implemented after the Closing Date that is effected without the prior written consent of the Administrative Agent shall be deducted from the registered share capital of the German Guarantor (or its general partner in the form of a GmbH); (ii) any loans provided to the German Guarantor by a direct or indirect shareholder or an affiliate thereof (other than a Subsidiary of such German Guarantor) shall be disregarded and not accounted for as a liability to the extent that such loans are subordinated pursuant to Section 39(1) no. 1...
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German Guarantor. Use all commercially reasonable efforts to cause the following to be satisfied as soon as practicable after the Amendment Effective Date: (a) the supervisory board of the German Guarantor shall have approved its execution of each Loan Document to which it shall be a party, (b) the Administrative Agent shall have received from the German Guarantor a counterpart of the Foreign Guarantee Agreement and each other Loan Document to be entered into by the German Guarantor signed on behalf of the German Guarantor, (c) the Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank on such date, a favorable written opinion of legal counsel to the German Guarantor in the United States and Germany in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request, (d) the Administrative Agent shall have received, in the case of the German Guarantor and each Subsidiary Loan Party that is a subsidiary of the German Guarantor, each of the items referred to in clauses (i), (ii), (iii) and (iv) of Section 4.02(d) of the 2005 Credit Agreement (with references therein to the “Closing Date” to be deemed references to the date upon which the conditions set forth in this Section 5.14 are satisfied, and disregarding the first parenthetical in Section 4.02(d) of the 2005 Credit Agreement), (e) the Collateral and Guarantee Requirement shall have been satisfied with respect to the German Guarantor and each Subsidiary Loan Party that is a subsidiary of the German Guarantor (with references therein to the “Closing Date” to be deemed references to the date upon which the conditions set forth in this Section 5.14 are satisfied, and disregarding the second parenthetical in paragraph (b) and the third parenthetical in paragraph (c) of the Collateral and Guarantee Requirement) and (f) unless otherwise agreed upon by the Administrative Agent, all actions required by Sections 5.10(b) and (c) by the German Guarantor and each such Subsidiary Loan Party that is a subsidiary of the German Guarantor shall have been completed.
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German Guarantor. (a) Notwithstanding anything to the contrary in the Indenture but subject to Section 2.3(c) through 2.3(f) below, the Note Guarantee of Telair International GmbH (the “German Guarantor”) shall not be enforced against the German Guarantor to the extent that either as of the date of this Supplemental Indenture or as of the time of enforcement of such Note Guarantee, such enforcement would have or has the effect of: (i) reducing the German Guarantor’s net assets (Nettovermögen) (the “Net Assets”) to an amount less than its stated share capital (Stammkapital) at the respective point of time, or (ii) if the German Guarantor’s Net Assets are already less than its stated share capital, causing such amount to be further reduced, thereby reducing the German Guarantor’s assets which are required for the obligatory preservation of its stated share capital according to §§ 30, 31 German Act on Limited Liability Companies (GmbH-Gesetz) (“GmbH-Act”) (a “Capital Impairment”); or (iii) resulting in an unlawful payment by the German Guarantor within the meaning of § 64 sentence 3 of the GmbH-Act (“Liquidity Impairment” and, together with Capital Impairment, a “Limitation on Enforcement” or “Limitation Event”). For the purpose of determining whether a Limitation Event has occurred, any recourse claim (Rückgriffsanspruch) in the meaning of § 30 para. 1 sent. 2 GmbH-Act which the German Guarantor has, or would acquire as a result of the enforcement of the guarantee, shall be taken into account to the extent that such recourse claim is valuable (werthaltig) (“Recourse Claim”). To the extent that there is such Recourse Claim, no Limitation on Enforcement applies.
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German Guarantor. For the purpose of this Agreement, a “German Guarantor” means any Grantor that is established in Germany as (i) a limited liability company (Gesellschaft mit beschränkter Haftung) or (ii) a limited partnership (Kommanditgesellschaft) or a general partnership (offene Handelsgesellschaft) with, in each case, a limited liability company (Gesellschaft mit beschränkter Haftung) as personally liable partner (persönlich haftender Gesellschafter) (the “PLP”).
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German Guarantor. (a) Each Agent and each Lender agrees to restrict the enforcement of any guarantee or indemnity granted by a Guarantor which is organized under the laws of Germany and constituted in the form of a German limited liability company “Gesellschaft mit beschränkter Haftung — GmbH” (each, a “Relevant German Guarantor”) only if and only to the extent (sofern und soweit) that (i) such guarantee or indemnity secures the liabilities of an Affiliate other than the liabilities of any Subsidiary of a Relevant German Guarantor and — for the avoidance of doubt — the liabilities of such Relevant German Guarantor and (ii) the payment under such guarantee or indemnity towards the secured obligation would otherwise cause the Relevant German Guarantor’s net assets, taking into account good will and other hidden reserves in its assets, to fall not only temporarily below its registered share capital “Stammkapital”. For the purposes of the calculation of any sums to be enforced, loans or other liabilities incurred in violation of the provisions of the Loan Documents shall be disregarded. (b) In a situation where a Relevant German Guarantor does not have sufficient assets to maintain its registered share capital as described in clause (a) above, such Relevant German Guarantor shall, to the extent permitted by the applicable Insolvency Laws, dispose, in consultation with the Agents, of all assets which are not necessary for its business “n“icht betriebsnotwendig” on market terms where the relevant assets are shown in the balance sheet of such Relevant German Guarantor with a book value which is lower than the market value of such assets. (c) The limitation pursuant to this Section 11.06 shall not apply if following the call of guarantee obligations “Inanspruchnahme” or the enforcement of security interests by an Agent or a Lender, the Relevant German Guarantor does not provide conclusive evidence to such Agent or Lender, in particular by submitting interim financial statements for the last completed month within 10 Business Days following receipt of such call of guarantee obligations or enforcement of security interests, or, following receipt of interim financial statements, by submitting audited financial statements up to the same month within 25 Business Days following a further request by an Agent or a Lender.
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German Guarantor. 242253 Section 7.12 Swiss Guarantors ...............................................................................245256 Section 7.13 Irish Guarantor ...................................................................................246257 Section 7.14
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German Guarantor any loans provided to the German Guarantor by a direct or indirect shareholder or an affiliate thereof (other than a Subsidiary of such German Guarantor) shall be disregarded and not accounted for as a liability to the extent that such loans are subordinated pursuant to Section 39(1) no. 1 through no. 5 of the German Insolvency Code (Insolvenzordnung) or subordinated in any other way by law or contract; (iii) any shareholder loans, other loans and contractual obligations and liabilities incurred by the German Guarantor in violation of the provisions of any of the Loan Documents shall be disregarded and not accounted for as liabilities; (iv) any assets that are shown in the balance sheet with a book value that, in the opinion of the Administrative Agent, is significantly lower than their market value and that are not necessary for the business of the German Guarantor (nicht betriebsnotwendig) shall be accounted for with their market value; and (v) the assets of the German Guarantor will be assessed at liquidation values (Liquidationswerte) if, at the time the managing directors prepare the balance sheet in accordance with paragraph (b) below and absent the demand a positive going concern prognosis (positive Fortbestehensprognose) cannot be established.
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Related to German Guarantor

  • Guarantor In the event that there is a guarantor of this Lease, said guarantor shall have the same obligations as Lessee under this Lease.

  • Subsidiary Guarantor The Guaranteeing Subsidiary hereby agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including Article 10 thereof.

  • Guarantee Limitations The limitations applicable to the Guarantees, as set forth in Section 209 of the Indenture, will apply to the Guarantees issued hereunder; provided, however, that any further limitations, or any amendments or modifications to such Guarantees or limitations thereon, shall be set forth in an additional supplemental indenture, in each case in accordance with the Indenture.

  • Other Guarantors If any Indebtedness is guaranteed by two or more guarantors, the obligation of the undersigned shall be several and also joint, each with all and also each with any one or more of the others, and may be enforced at the option of the Bank against each severally, any two or more jointly, or some severally and some jointly. The Bank, in its sole discretion, may release any one or more of the guarantors for any consideration which it deems adequate, and may fail or elect not to prove a claim against the estate of any bankrupt, insolvent, incompetent or deceased guarantor; and after that, without notice to any guarantor, the Bank may extend or renew any or all Indebtedness and may permit the Borrower to incur additional Indebtedness, without affecting in any manner the unconditional obligation of the remaining guarantor(s). The undersigned acknowledge(s) that the effectiveness of this Guaranty is not conditioned on any or all of the indebtedness being guaranteed by anyone else.

  • Limitation on Guarantors’ Liability Each Guarantor by its acceptance hereof and each Holder of a Security entitled to the benefits of the Guarantee hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing intention, each Holder of a Security entitled to the benefits of the Guarantee and each Guarantor hereby irrevocably agrees that the obligations of each Guarantor under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Guarantee, not result in the obligations of such Guarantor under the Guarantee constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

  • Limitation on Subsidiary Guarantor Liability Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Ten, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Subsidiary Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

  • Limitation on Guarantor Liability Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

  • Obligations Independent The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.

  • Liability of Foreign Sub-Custodians Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian's performance of such obligations. At the Fund's election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

  • Authority of Guarantors or Borrower It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.

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