German Limitation Language. (a) The restrictions in this Section 10.08 shall apply to the Guaranty granted by a Foreign Guarantor incorporated under the laws of the Federal Republic of Germany as a limited liability company (“GmbH”) (a “German Guarantor”) to secure liabilities of its direct or indirect shareholder(s) (upstream) or an entity affiliated with such shareholder (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) (cross-stream) (excluding, for clarification purposes any direct or indirect Subsidiary of such Guarantor).
German Limitation Language. Section XXIV of the Subsidiary Guaranty is hereby incorporated herein by reference, mutatis mutandis. ANNEX II-1 AMENDED SCHEDULES 1.01A, 1.01B AND 1.01C (see attached) SCHEDULE 1.01A EXCLUDED FOREIGN SUBSIDIARIES 1. CB&I Cojafex, B.V.
German Limitation Language. (i) Notwithstanding anything to the contrary in this Agreement or any other Credit Document, if and to the extent that any managing director (Geschäftsführer) of a German Security Provider (or, in case of a GmbH & Co. KG, of its general partner) demonstrates in writing to the Administrative Agent by way of providing a certificate accompanied with background information satisfactory to the Administrative Agent acting reasonably that payment under a Cross- and Upstream Liability Obligation were to cause personal liability of such managing director based on mandatory restrictions imposed by German law relating to up-stream and cross-stream guarantees and/or collateral and/or payment, the Administrative Agent shall only be entitled to demand payment under the Cross- and Upstream Liability Obligation from the relevant German Security Provider up to the amount at which no such personal liability (as demonstrated by the managing director) would occur. In the event that the Administrative Agent is so restricted in demanding payment pursuant to this section, the relevant German Security Provider shall take all reasonable measures to mitigate the effect of such limitation and inform the Administrative Agent of any such measures accordingly. The German Security Provider shall at any time, upon the Administrative Agent’s reasonable request, provide the Administrative Agent with further and updated evidence showing whether and to which extent its financial condition has improved. The Administrative Agent shall at all times remain entitled acting reasonably to make further demands under the Cross- and Upstream Liability Obligation as and when the financial condition of the relevant German Security Provider improves. The Foreign Secured Parties hereby authorize the Administrative Agent to rely on the information provided by the relevant German Security Provider.
German Limitation Language. (a) In this Section 9.24:
German Limitation Language. (a) If a Guarantor is established as a limited liability company (Gesellschaft mit beschränkter Haftung (GmbH)) or a limited partnership (GmbH & Co. KG) with a limited liability company (GmbH) as personally liable partner (persönlich haftender Gesellschafter) (“PLP”) in Germany and guarantees obligations or liabilities (including guarantees, letters of credit or similar instruments) of any of its affiliated companies (verbundene Unternehmen) within the meaning of section 15ff. German Stock Corporation Act (Aktiengesetz) that is not a direct or indirect subsidiary of the Guarantor or its PLP, the Loan Parties agree to enforce the Guaranty against the relevant Guarantor or its PLP only to the extent that the enforcement of this Guaranty will not:
German Limitation Language. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if and to the extent that any managing director (Geschäftsführer) of a German Security Provider (or, in case of a GmbH & Co. KG, of its general partner) demonstrates in writing to the Administrative Agent by way of providing a certificate accompanied with background information satisfactory to the Administrative Agent acting reasonably that payment under a Cross- and Upstream Liability Obligation were to cause personal liability of such managing director based on mandatory restrictions imposed by German law relating to up-stream and cross-stream guarantees and/or collateral and/or payment, the Administrative Agent shall only be entitled to demand payment under the Cross- and Upstream Liability Obligation from the relevant German Security Provider up to the amount at which no such personal liability (as demonstrated
German Limitation Language. (a) This Section 4.19 shall apply to all obligors which are or shall become party to the Agreement that are either (i) incorporated under the laws of Germany as a limited liability company (GmbH) or (ii) organized under the laws of Germany as a limited partnership with a limited liability company as its managing partner (GmbH & Co. KG) (each a “German Obligor”). The Agent agrees, other
German Limitation Language. 11.16.1 The restrictions in this Section 11.16 shall apply to any Obligation of any Loan Party (i) incorporated in Germany as a limited liability company (GmbH) (each a “German Guarantor”) (ii) or organized as a limited partnership under the laws of the Federal Republic of Germany with a GmbH as its general partner (GmbH & Co. KG), in each case resulting from such Loan Party’s liability for Obligations owed by a direct or indirect shareholder of such Loan Party or any Subsidiary of such shareholder (with the exception of Subsidiaries which are also Subsidiaries of the respective Loan Party) (collectively, the “Cross Liability Obligations”). In relation to any other amounts guaranteed, the guarantee of the respective Loan Party remains unlimited. 118
