Guarantors incorporated in Luxembourg Sample Clauses

Guarantors incorporated in Luxembourg. (i) Notwithstanding any provision to the contrary in this Agreement or any other Loan Document, the aggregate amounts of the guarantee obligations under this Agreement of any guarantor incorporated in Luxembourg (a “Luxembourg Guarantor”) for the obligations of any other Loan Party which is not a direct or indirect subsidiary of such Luxembourg Guarantor (the “Luxembourg Guarantee Obligations”), shall be limited at any time, with no double counting, to an aggregate amount not exceeding the greater of: (A) (x) ninety percent (90%) of such Luxembourg Guarantor’s own funds (capitaux propres) as referred to in article 34 of the Luxembourg act dated 19 December 2002 (the “2002 Law”) concerning the trade and companies register and the accounting and annual accounts of undertakings, as amended (the “Own Funds”), increased by (y) any amounts owed by such Luxembourg Guarantor to any affiliated entity and that have not been financed (directly or indirectly) by the Credit Agreement and (without double-counting) and any subordinated liabilities as referred to in 2002 Law; each as reflected in the most recent available financial statements of such Luxembourg Guarantor as on the date of this Agreement; or (B) (x) ninety percent (90%) of such Luxembourg Guarantor’s Own Funds increased by (y) any amounts owed by such Luxembourg Guarantor to any affiliated entity and that have not been financed (directly or indirectly) by the Credit Agreement and (without double-counting) and any subordinated liabilities as referred to in 2002 Law; each as reflected in the most recent available financial statements of such Luxembourg Guarantor as on the date of demand of payment of the guarantee under this Agreement. (ii) The limitation in clause (i) above shall not apply to the extent that the obligations or liabilities assumed by such Luxembourg Guarantor under this Agreement relate to any amounts borrowed or made available, in any form whatsoever, under the Loan Documents to such Luxembourg Guarantor or any of its (current or future) direct or indirect subsidiaries. (iii) The Luxembourg Guarantee Obligations of a Luxembourg Guarantor will not extend to include any obligations or liabilities if this would constitute a breach of the financial assistance prohibitions contained in article 49-6 of the Luxembourg Law dated August 10, 1915 on commercial companies, as amended.
Sample 1
AutoNDA by SimpleDocs

Related to Guarantors incorporated in Luxembourg

  • Luxembourg Notwithstanding anything to the contrary in this Indenture or any other Debt Document (as defined in the Intercreditor Agreement), the aggregate obligations and liabilities of any Guarantor incorporated and existing under the laws of Luxembourg (a “Luxembourg Guarantor”) under this Article XI for the obligations of the Company or any other Guarantor which is not a direct or indirect subsidiary of such Luxembourg Guarantor shall, together with any similar guarantee and payment obligations (garanties personnelles) of such Luxembourg Guarantor arising under any other Debt Documents (as defined in the Intercreditor Agreement), be limited to an aggregate amount not exceeding the higher of: (1) 95% of such Luxembourg Guarantor’s capitaux propres (as referred to in article 34 of the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts, as amended) determined as at the date on which a demand is made under the Note Guarantee, increased by the amount of any Intra-Group Liabilities (without double counting); and (2) 95% of such Luxembourg Guarantor’s capitaux propres (as referred to in article 34 of the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts) determined as at the date of this Indenture, increased by the amount of any Intra-Group Liabilities (without double counting).

  • PARTS INCORPORATED 1.03.1 The above-described sections and exhibits are incorporated into this Agreement.

  • Recitals Incorporated The Recitals set forth at the beginning of this Site Lease are hereby incorporated into its terms and provisions by this reference.

  • Plan Incorporated Employee acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Shares shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, pursuant to the terms thereof, which Plan is incorporated herein by reference as a part of this Agreement.

  • Luxembourg Terms In this Agreement, a reference to: (i) a “liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator receiver, administrator or similar officer” includes any: (A) juge-commissaire and/or insolvency receiver (curateur) appointed under the Luxembourg Commercial Code; (B) liquidateur appointed under Articles 141 to 151 of the Luxembourg Act dated 10 August 1915; (C) juge-commissaire and/or liquidateur appointed under Article 203 of the Luxembourg Act dated 10 August 1915 on commercial companies; (D) commissaire appointed under the Grand-Ducal Decree dated 24 May 1935 or under Articles 593 to 614 of the Luxembourg Commercial Code; and (E) juge délégué appointed under the Luxembourg Act dated 14 April 1886; (ii) a “winding-up, administration or dissolution” includes, without limitation, bankruptcy (faillite), liquidation, composition with creditors (concordat préventif de faillite), moratorium or reprieve from payment (sursis de paiement) and controlled management (gestion contrôlée); and (iii) a person being “unable to pay its debts” includes that person being in a state of cessation of payments (cessation de paiement).”

  • Exhibits Incorporated All Exhibits attached are hereby incorporated into this Agreement.

  • mean Prudential Securities Incorporated The aggregate number of Units referred to in Sections 2.03 and 9.01 of the Basic Agreement is as of the date hereof.

  • Automatic Renewal Clauses Incorporated in Awarded Vendor Agreements with TIPS Members Resulting from the Solicitation and with the Vendor Named in this Agreement.

  • Schedules Incorporated The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

  • Due Incorporation The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the respective jurisdictions of their incorporation and have the requisite corporate power to own their properties and to carry on their business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or prospects or condition (financial or otherwise) of the Company.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!