Guarantee limitation. 3.1 Without affecting Clause 2 above, if (and only if) an amount has been entered into the definition of Limit set out in Clause 1.1 (Definitions), the total amount which we can recover will not be more than that Limit together with:
(a) interest in respect of that total amount in accordance with Clause 5 (Interest) below; and
(b) costs, charges and expenses in respect of that total amount in accordance with Clause 6 (Costs) below.
3.2 If any liability under this Deed is in a currency other than that in which the Limit is shown, we will convert the limit into that currency at the exchange rate most favourable to the currency in which the limit is shown. We will convert the currency at the exchange rate most favourable to us that applies at any time between the date on which the liability was first incurred and the date on which it is repaid or cleared in some other way.
Guarantee limitation fraudulent conveyance
Guarantee limitation. 3.1. Without affecting Clause 2 above, if an amount has been entered into the definition of Limit set out in Clause 1.1 (Definitions), the total amount which the Lender can recover will not be more than that amount together with:
(a) interest in respect of that total amount in accordance with Clause 5 (Interest) below; and
(b) costs, charges and expenses in respect of that total amount in accordance with Clause 6 (Costs) below.
Guarantee limitation. Notwithstanding any other provision of this Supplemental Indenture, the Guarantee granted by the New Subordinated Guarantor shall be limited so that the maximum amount payable by the New Subordinated Guarantor under its obligations under (i) Section 10.01 of the Third Amended and Restated Credit Agreement (as further amended, extended, restructured, renewed, novated, supplemented, restated, refunded, replaced or modified from time to time, the “Credit Agreement”) dated 28 September 2012 and entered into between Xxxxxxxx Group Holdings Inc., Xxxxxxxx Consumer Products Holdings LLC (f/k/a Xxxxxxxx Consumer Products Holdings Inc.), Pactiv LLC (f/k/a Pactiv Corporation), Closure Systems International Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG Austria Holding GmbH, Closure Systems International B.V. as borrowers, Xxxxxxxx Group Holdings Limited (“Holdings”), the lenders from time to time party thereto and Credit Suisse AG, as administrative agent (the “Administrative Agent”), (ii) the Senior Secured Note Indentures (as defined in the Credit Agreement), (iii) the Senior Unsecured Note Indentures (as defined in the Credit Agreement), (iv) the Guarantee, the Indenture and the indenture governing the Senior Securities and (v) any other guarantee commitment contained in an agreement, including, but not limited to, any facility, loan agreement or indenture which Holdings and the Administrative Agent agree is subject to this limitation, in each case in respect of the obligations of any obligor (including the Issuer) that is not a direct or indirect subsidiary of such New Subordinated Guarantor, shall be limited to the aggregate maximum amount (if any) permitted under applicable Luxembourg law.
Guarantee limitation. Norway Notwithstanding anything to the contrary contained in this Clause 21, the obligation of the Norwegian Guarantor under this Clause 21 in respect of the obligations of any Borrower other than a Norwegian Borrower shall be deemed to be granted and incurred by the Norwegian Guarantor only to the extent which is permitted under the Norwegian Companies Act 1997 Section 8-7.
Guarantee limitation. (a) No Guarantor's obligations and liabilities under this Schedule 4 and under any other guarantee or indemnity provision in any Interim Finance Document (the Guarantee Obligations) will extend to include any obligation or liability and no Interim Security granted by a Guarantor will secure any Guarantee Obligation, if to the extent doing so would be unlawful financial assistance (notwithstanding any applicable exemptions and/or undertaking of any applicable prescribed whitewash or similar financial assistance procedures) in respect of the acquisition of shares in itself or its Holding Company or a member of the Group under the laws of its jurisdiction of incorporation.
(b) Notwithstanding anything to the contrary in this Agreement, the maximum liability and exposure of any Obligor incorporated under the law of Luxembourg (a Luxembourg Guarantor) for the obligations of any other Obligor and Topco, which is not a direct or indirect subsidiary of the Luxembourg Guarantor, shall be limited at any time to an aggregate amount not exceeding ninety-five per cent. (95%) of:
(i) the B Luxembourg Guarantor 's own funds (capitaux propres) (as referred to in annex I to the grand-ducal regulation dated 18 December 2015 defining the form and content of the presentation of balance sheet and profit and loss account (the Grand Ducal Regulation), and implementing the Luxembourg law of 19 December 2002 on the register of commerce and companies, accounting and companies annual accounts, as amended and as determined on the basis of the then latest available annual accounts of such Luxembourg Guarantor duly established in accordance with applicable accounting rules, as at the date the guarantee is called; and
(ii) all debt (dettes) (recorded in any of the categories of the debt section (dettes) of Annex I to the Grand Ducal Regulation) owed by the Luxembourg Guarantor to any of member of its group and that have not been financed (directly or indirectly) by a borrowing under the Interim Finance Documents and as determined on the basis of the then latest available annual accounts of such Luxembourg Guarantor duly established in accordance with applicable accounting rules, as at the date the guarantee is called. The above limitation shall not apply to:
(A) any amounts borrowed under any Interim Finance Document and in each case made available, in any form whatsoever, to such Luxembourg Guarantor or any entity in which it has a direct or indirect equity interest; and
(B) for the av...
Guarantee limitation. The Guarantee granted herein by the Guaranteeing Subsidiary, which is incorporated in Spain, shall be deemed to have given only to the extent such Guarantee does not violate the financial assistance rules and limitations provided in articles 143 or 150 of the Spanish Capital Companies Law. Therefore, the Guarantee granted by the Guaranteeing Subsidiary shall exclude expressly any liabilities that would cause the Guaranteeing Subsidiary to breach in any way whatsoever any financial assistance prohibition.
Guarantee limitation. The Guarantee granted herein by the Guaranteeing Subsidiary, which is incorporated in Spain, shall be deemed to have given only to the extent such Guarantee does not violate the financial assistance rules and limitations provided in articles 143 or 150 of the Reinstated Text of the Spanish Capital Companies Law (Real Decreto Legislativo 1/2010, de 2 de xxxxx, por el que se aprueba el texto refundido de xx Xxx de Sociedades de Capital) or under any other foreign law that is mandatorily applicable to a Guarantor organized under the laws of Spain. Therefore, the Guarantee granted by the Guaranteeing Subsidiary shall exclude expressly any liabilities that would cause the Guaranteeing Subsidiary to breach in any way whatsoever any financial assistance prohibition.
Guarantee limitation. Notwithstanding any provision in the contrary, the aggregate total amount payable by each Argentine Guarantor under the Additional Interim Notes and the Interim Notes Indenture in no case shall exceed the maximum principal aggregate amount of the Additional Interim Notes then outstanding, plus any accrued and unpaid interest thereon and any expenses or fees in relation to enforcement of the Guarantee.
Guarantee limitation. The guarantee in this Section 14 does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of sections 678 and 679 of the UK Companies Act.
