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.
Guarantee Limitations. This guarantee 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 or 679 of the Companies Xxx 0000.
Guarantee Limitations. This guarantee 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 or 679 of the CA2006 or any equivalent and applicable provisions under the laws of the jurisdiction of incorporation of the relevant Guarantor and, with respect to any Additional Guarantor, is subject to any limitations set out in the Accession Deed applicable to such Additional Guarantor.
Guarantee Limitations. The guarantee given by each Guarantor incorporated in Ireland does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Section 82. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Documents, the guarantee obligations of each Guarantor established in Luxembourg or having its “centre of main interests” (as this term is used in Article 3(1) of the Insolvency Regulation) in Luxembourg (a “Luxembourg Guarantor”) in respect of the obligations of Holdings or any of its Subsidiaries which is not a direct or indirect subsidiary of such relevant Luxembourg Guarantor shall be limited at any time to an aggregate amount not exceeding 95% of the greater of:
(a) the 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 the balance sheet and profit and loss account, and enforcing the Luxembourg Law dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings (the “Regulation”), as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, as shown in (x) the latest interim financial statements available (if any), at the date of demand of payment under this Agreement or, if not available, (y) the latest annual financial statements (comptes annuels) available at the date of demand of payment under this Agreement; and
(b) the Luxembourg Guarantor’s own funds (capitaux propres), as referred to in the Regulation, as increased by the amount of any debts owed to the Luxembourg Guarantor by a company of the same group of the Luxembourg Guarantor, at the date of entry into this Agreement. The limitation set forth under items (a) and (b) above shall not apply to any amounts borrowed under this Agreement and made available, in any form whatsoever, to the Luxembourg Guarantor or any of its direct or indirect subsidiaries. Should the financial information referred to in clause (a) and (b) above not be available on the date of this Agreement or on the date the guarantee is called, as the case may be, such financial information will be determined by Administrative Agent or any other person designated by Administrative Agent, acting reasonably, in accordance with the Luxembourg accounting principle...
Guarantee Limitations. Anything contained in this clause 15 to the contrary notwithstanding, the obligations of each US Obligor under this clause 15 shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such US Obligor's obligations under this clause 15 subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the US Bankruptcy Code or any applicable provisions of comparable law of one or more of the states comprising the United States of America (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such US Obligor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such US Obligor (a) in respect of intercompany indebtedness to any Group Company to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such US Obligor hereunder and (b) under any guarantee of senior unsecured indebtedness or indebtedness subordinated in right of payment to obligations of the Obligors outstanding under this agreement, which guarantee contains a limitation as to maximum amount similar to that set forth in this paragraph, pursuant to which the liability of such US Obligor hereunder is included in the liabilities taken into account in determining such maximum amount) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar right of such US Obligor pursuant to (i) applicable law or (ii) any agreement providing for an equitable allocation among such US Obligor and other affiliates of the Borrower of obligations arising under this clause 15 by such parties.
Guarantee Limitations. Schedule IV of the Indenture is hereby amended by adding the following: [New Guarantee Limitation Language].]
Guarantee Limitations. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Documents, the guarantee obligations of each Guarantor established in Luxembourg (a “Luxembourg Guarantor”) in respect of the obligations of Irish Holdco or any of its Subsidiaries which is not a direct or indirect subsidiary of such relevant Luxembourg Guarantor shall be limited at any time to an aggregate amount not exceeding 95% of the greater of:
(a) the 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 the balance sheet and profit and loss account, and enforcing the Luxembourg Law dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings (the “Regulation”), as increased by the amount of any debts owed to a company of the same group of the Luxembourg Guarantor, as shown in (x) the latest interim financial statements available (if any), at the date of demand of payment under this Agreement or, if not available, (y) the latest annual financial statements (comptes annuels) available at the date of demand of payment under this Agreement; and
(b) the Luxembourg Guarantor’s own funds (capitaux propres), as referred to in the Regulation, as increased by the amount of any debts owed to a company of the same group of the Guarantor, at the date of entry into this Agreement. The limitation set forth under items (i) and (ii) above shall not apply to any amounts borrowed under this Agreement and made available, in any form whatsoever, to the Luxembourg Guarantor or any of its direct or indirect subsidiaries.
Guarantee Limitations. The guarantee and liability set out in this Clause 18 (Guarantee and indemnity ) does not apply to any liability if and to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of applicable provisions under the laws of the relevant jurisdiction of the Guarantor.
Guarantee Limitations. (a) The restrictions in this Section 13.9 shall apply to any guarantee and indemnity granted by a German Guarantor existing under the laws of Germany as a limited liability company (“GmbH”) that guarantee or secure liabilities of its direct or indirect shareholder(s) (upstream) or a Subsidiary of such shareholder cross-stream, excluding any direct or indirect Subsidiary of such German Guarantor (hereinafter a “Guarantee”).
(b) The restrictions in this Section 13.9 shall not apply: (i) to the extent the German Guarantor secures any indebtedness under any Loan Documents in respect of (A) loans to the extent they are on-lent or otherwise (directly or indirectly) passed on to the relevant German Guarantor or its Subsidiaries and such amount on-lent or otherwise passed on is still outstanding or (B) bank guarantees or letters of credit that are issued for the benefit of any of the creditors of the German Guarantor or the German Guarantor’s direct or indirect Subsidiaries; (ii) if, at the time of enforcement of the Guarantee a domination and/or profit and loss pooling agreement (Beherrschungs-und/oder Gewinnabführungsvertrag) (either directly or indirectly through an unbroken chain of domination and/or profit transfer agreements) exists (besteht) between the relevant German Guarantor as a dominated company and (A) in case that German Guarantor is a Subsidiary of the relevant affiliate whose obligations are secured by the relevant Guarantee, that affiliate; or (B) in case the German Guarantor and the relevant affiliate whose obligations are secured by the relevant Guarantee are both Subsidiaries of a joint (direct or indirect) affiliate, such affiliate as dominating entity (beherrschendes Unternehmen); (iii) to the extent any payment under the Guarantee demanded by any Secured Party from the relevant German Guarantor is covered (gedeckt) by means of a fully valuable and recoverable consideration or recourse claim (Gegenleistungs- oder Rückgewähranspruch) of the German Guarantor against the affiliate whose obligations are guaranteed or secured by the relevant Guarantee; or (iv) if the relevant German Guarantor has not complied with its obligations pursuant to Sections 13.9.2 and 13.9.4 below.
Guarantee Limitations. (a) Notwithstanding any other provision of this Article IV, the guarantee, indemnity and other obligations of any Guarantor incorporated in The Netherlands expressed to be assumed in this Article IV shall be deemed not to be assumed by such Guarantor to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt, it is expressly acknowledged that the relevant Guarantors will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.
(b) With respect to any Restricted Subsidiary, the guarantee, indemnity and other obligations expressed to be assumed in this Article IV are further subject to any limitations as set out in the Subsidiary Joinder Agreement applicable to that Restricted Subsidiary
