LIMITATION OF ENFORCEMENT Sample Clauses

LIMITATION OF ENFORCEMENT. (a) Each Pledgee agrees that the enforcement of the Share Pledge and the application of enforcement proceeds, other than in respect of loans directly made available to the Pledgor, or to any of its Subsidiaries, shall be limited to the extent that the enforcement of the Share Pledge would cause the Pledgor's general partner's net assets (Reinvermogen) to fall below its registered share capital (Stammkapital), PROVIDED THAT for the purposes of calculating the amount of such limitation the following balance sheet items shall be adjusted as follows: (i) the amount of any increase of the stated share capital (Stammkapital) from retained earnings (Kapitalerhohung aus Gesellschaftsmitteln) of the Pledgor or its general partner (Komplementar) after the date of this Agreement shall be deducted from the relevant stated share capital; (ii) loans shall be disregarded if and to the extent such loans are subordinated pursuant to Sec. 32a of the Limited-Liability Companies Act (GmbHG), or are subordinated within the meaning of Sec. 39 para. 2 Insolvency Code (Insolvenzordnung); and (iii) loans and other liabilities incurred by the Pledgor in violation of the provisions of the Loan Documents shall be disregarded, and FURTHER PROVIDED THAT the Pledgor shall have an obligation to promptly dispose, at the request of the Collateral Agent made after notification of enforcement of the Share Pledge, of all assets on market terms where the relevant assets are shown in the balance sheet of the Pledgor with a book value (Buchwert) which is significantly lower than the market value of such assets and such asset is not essential for the conduct of the Pledgor's business (nicht betriebsnotwendig). (b) The above limitations shall not apply if following notification by a Pledgee of the enforcement of the Share Pledge by such Pledgee, the Pledgor does not provide interim financial statements up to the end of the last completed calendar month, within twenty (20) days after the date of such notification, or if after receipt of such unaudited statements notification is given to the Pledgor to provide audited financial statements up to the end of that same calendar month and such audited financial statements are not provided within forty-five (45) days after the date of such notification. (c) No reduction of the amount enforceable under the Share Pledge in accordance with the above limitations will prejudice the rights of the Pledgees to continue enforcing the Share Pledge (subject always t...
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LIMITATION OF ENFORCEMENT. (1) With respect to any of the security created under this Agreement or any other Loan Document, the following shall apply: (a) the Lender shall not be entitled to enforce such security against ExOne GmbH if and to the extent the enforcement would at the time of such enforcement: (i) reduce the Borrower's net assets as determined in accordance with paragraph (b) below (the "Net Assets") to an amount less than its stated share capital; or (ii) (if the Net Assets are already an amount less than the stated share capital) cause such amount to be further reduced, and thereby affect the assets required for the obligatory preservation of its stated share capital according to sections 30 and 31 of the German Liability Company Act (taking into account applicable case law) (a "Capital Impairment"). (b) The Net Assets shall be determined in accordance with the accounting principles consistently applied by ExOne GmbH in preparing its unconsolidated balance sheets (according to section 42 of the German Liability Company Act, sections 242 and 264 of the German Commercial Code) in the previous years, (2) The limitation on enforcement pursuant to clause (1) above does not apply if and to the extent ExOne GmbH is legally and commercially in a position to take measures (including, set-off claims, provided that the claim of ExOne GmbH against the counterparty of such set-off is valuable) to avoid the occurrence of a Capital Impairment. (3) If ExOne GmbH intends to demonstrate that the enforcement of such security has led or will lead to a Capital Impairment, then ExOne GmbH shall, to the extent required to discharge the amounts demanded, promptly realize any and all of its assets that are shown in its balance sheet with a book value that, in the reasonable opinion of the Lender, is significantly lower than the market value of the asset(s) if such asset(s) is/are not necessary for the ExOne GmbH 's business. (4) The limitation on enforcement pursuant to clause (1) above does not affect the right of the Lender to take any enforcement action at a later point in time if and to the extent that this Section would allow this at that later point.
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LIMITATION OF ENFORCEMENT. 10.1 Subject to Clause 10.2 through Clause 10.5 below, the Collateral Agent shall not enforce the Collateral to the extent (i) the Collateral secures obligations of one of the Assignor’s 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 the Assignor or the Assignor itself), and (ii) the enforcement of the Collateral for such obligations would reduce, in violation of Section 30 of the German Limited Liability Companies Act (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 the Global Assignment Agreement Novelis Deutschland GmbH Assignor in preparing its unconsolidated balance sheets (Jahresabschluß gemäß § 42 GmbHG, ff 242, 264 HGB)) of the Assignor to an amount that is insufficient to maintain its 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: 10.1.1 the amount of any increase of the Assignor’s registered share capital (Stammkapital) implemented after the date of this Agreement that is effected without the prior written consent of the Collateral Agent shall be deducted from the registered share capital of the Assignor; 10.1.2 any loans provided to the Assignor by a direct or indirect shareholder or an affiliate thereof (other than a Subsidiary of the Assignor) shall be disregarded and not accounted for as a liability to the extent that such loans are subordinated or are considered subordinated under Section 32a GmbHG; 10.1.3 shareholder loans, other loans and contractual obligations and liabilities incurred by the Assignor in violation of the provisions of any of the Loan Documents shall be disregarded and not accounted for as liabilities; 10.1.4 any assets that are shown in the balance sheet with a book value that, in the opinion of the Collateral Agent, is significantly lower than their market value and that are not necessary for the business of the Assignor (nicht betriebsnotwendig) shall be accounted for with their market value; and 10.1.5 the assets of the Assignor will be assessed a...
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LIMITATION OF ENFORCEMENT. 11.1 If and to the extent (i) the obligations of the Pledgor under this Agreement are for the exclusive benefit of the Affiliates of the Pledgor (except for the (direct or indirect) Subsidiaries of the Pledgor) and (ii) that complying with such obligations would constitute a repayment of capital (“Kapitalrückzahlung”) or the payment of a (constructive) dividend (“Dividendenausschüttung”), then the limitations set forth in Section 7.12 (Swiss Guarantors) of the Credit Agreement shall apply to any enforcement of the Pledges and to the proceeds of such enforcement.
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LIMITATION OF ENFORCEMENT. This Section 6.8 is an agreement solely among Target, Seller and Buyer. Nothing in this Section 6.8, whether express or implied, confers upon any employee of Target, Buyer or Seller (including the Business Employees and the Hired Business Employees) or any other person, any rights or remedies, including, but not limited to (i) any right to employment or recall, (ii) any right to continued employment for any specified period, or (iii) any right to claim any particular compensation, benefit or aggregation of benefits, of any kind or nature whatsoever, as a result of this Section 6.8.
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LIMITATION OF ENFORCEMENT. It is the intention of the Parties that no person or entity other than the Parties shall have any right to bring any action to enforce any provision of this Transaction Agreement against any of the Parties hereto, and that the covenants, undertakings, and agreements set forth in this Transaction Agreement shall be solely for the benefit of, and shall be enforceable only by, the Parties hereto or their respective successors or permitted assigns.
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Related to LIMITATION OF ENFORCEMENT

  • Limitation on Enforcement The Lenders agree that this Guaranty may be enforced only by the action of the Administrative Agent acting upon the instructions of the Required Lenders and that no Lender shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of the Lenders under the terms of this Credit Agreement. The Lenders further agree that this Guaranty may not be enforced against any director, officer, employee or stockholder of the Guarantors.

  • GOVERNING LAW & ENFORCEMENT The terms of this Settlement Agreement shall be governed by the laws of the State of California and apply within the State of California. For purposes of this Settlement Agreement only, the Settling Entity stipulates that the Superior Court of California shall have personal jurisdiction over it for the limited and sole purpose of an action to enforce the terms of this Settlement Agreement, brought without joinder of other claims. As an expressed condition of this Settlement Agreement, the Settling Entity waives any exemptions under California Health & Safety Code §25249.6

  • Law Enforcement 24.1 Each Party may cooperate with law enforcement authorities and national security authorities to the full extent required or permitted by Applicable Law in matters related to Services provided by it under this Agreement, including, but not limited to, the production of records, the establishment of new lines or the installation of new services on an existing line in order to support law enforcement and/or national security operations, and, the installation of wiretaps, trap-and-trace facilities and equipment, and dialed number recording facilities and equipment. 24.2 A Party shall not have the obligation to inform the other Party or the Customers of the other Party of actions taken in cooperating with law enforcement or national security authorities, except to the extent required by Applicable Law. 24.3 Where a law enforcement or national security request relates to the establishment of lines (including, but not limited to, lines established to support interception of communications on other lines), or the installation of other services, facilities or arrangements, a Party may act to prevent the other Party from obtaining access to information concerning such lines, services, facilities and arrangements, through operations support system interfaces.

  • Cost of Enforcement In the event either party commences a judicial action to enforce the provision of this Agreement, the prevailing party in such action shall be entitled to recover, in addition to such other amounts as may be permitted by law, all costs and expenses incurred by it in the prosecution of defense of such action, including reasonable attorneys’ fees.

  • Specific Enforcement Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

  • Costs of Enforcement The Company agrees that if the Company or any other Person the securities of which are purchasable upon exercise of Rights fails to fulfill any of its obligations pursuant to this Agreement, then the Company or such Person will reimburse the holder of any Rights for the costs and expenses (including legal fees) incurred by such holder in actions to enforce such holder's rights pursuant to any Rights or this Agreement.

  • Severability; Enforcement If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.

  • Restriction on Enforcement Hedge Counterparties

  • Expenses of Enforcement The Account Holder and, as the case may be, every Cardmember shall indemnify the Bank in respect of any and all reasonable expenses properly incurred by the Bank in enforcing or attempting to enforce this Agreement including all reasonable legal fees, and disbursements. The Bank shall, on request, provide the Account Holder and, as the case may be, every Cardmember with a breakdown of all expenses he/she is liable to pay under this Clause 26.

  • Contract Enforcement Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED TO A, B2, 5-7. Enforcement of Contract and Dispute Resolution Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED 1) Vendor and DIR agree to the following: (i) a party’s failure to require strict performance of any provision of the Contract shall not waive or diminish that party’s right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used, and (iii) actions or proceedings arising from the Contract shall be heard in a state court of competent jurisdiction in Xxxxxx County, Texas. 2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent with subparagraph A.1 above. DIR shall not be a party to any such dispute unless DIR, Xxxxxxxx, and Vendor agree in writing. 3) State agencies are required by rule (34 TAC §20.1115) to report vendor performance through the Vendor Performance Tracking System (VPTS) on every purchase over $25,000. 1) Termination for Non-Appropriation a) Termination for Non-Appropriation by Customer

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