Limitations Applicable to German Guarantors Sample Clauses

Limitations Applicable to German Guarantors. Each Guarantor incorporated, organized or formed, as the case may be, in Germany (a “German Guarantor”), and by its acceptance hereof, each Holder and the Trustee, hereby confirm that the liability of such German Guarantor shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each German Guarantor that makes a payment or distribution under its Note Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor. The obligation of any German Guarantor under this Article Ten will be binding only to the extent that it would not result in a prohibited repayment to such Guarantor’s shareholders of assets necessary to maintain the nominal registered capital of such German Guarantor (Section 30 et seq. GmbH Act).
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Limitations Applicable to German Guarantors. Each Guarantor that as of the date of this Indenture or thereafter is incorporated, organized or formed, as the case may be, in Germany as a limited liability company (GmbH) or a limited partnership with a limited liability company as its general partner (GmbH & Co. KG) (a “German Guarantor”), and by its acceptance hereof, each Holder and the Trustee, hereby confirm that the liability of such German Guarantor shall be limited to the Adjusted Net Assets as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligation of any German Guarantor under this Article 11 will be binding only to the extent that it would not result in such German Guarantor’s Adjusted Net Assets falling below the nominal registered share capital of such German Guarantor (Section 30 et seq. GmbH Act) or, where such German Guarantor’s Adjusted Net Assets are already below the amount of its registered share capital, would not cause such amount to be further reduced (Vertiefung einer Unterbilanz); provided that the limitations in this Section 11.02(4) shall not apply to the extent the German Guarantor secures any indebtedness under the Note Guarantee and this Indenture in respect of (i) loans to the extent they are on-lent or otherwise passed on to the relevant German Guarantor or its subsidiaries and such amount on-lent or otherwise passed on is not returned or (ii) bank guarantees or letters of credit that are issued and commercially related to the Notes for the benefit of any of the creditors of a German Guarantor or a German Guarantor’s Subsidiaries (but excluding any Indebtedness resulting from a right to require cash collateralization).
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Limitations Applicable to German Guarantors. In respect of any obligation, indemnification and/or hold harmless obligation under this Agreement (whether several or joint and several) of a Guarantor incorporated or established in Germany, the limitations on the guarantee of such Guarantor set out in the Indenture or in the relevant supplemental indenture, including the enforcement limitations, shall fully apply mutatis mutandis to any such obligation, indemnification and/or hold harmless obligation hereunder.
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Limitations Applicable to German Guarantors. (a) In this Section 4.12, “Net Assets” means the relevant company’s assets (Section 266 para. (2) A, B, C, D and E German Commercial Code (Handelsgesetzbuch)) less the aggregate of its liabilities (Section 266 para. (3) B (but disregarding any accruals (Rückstellungen) in respect of a potential enforcement of the security granted under this Agreement), C, D and E German Commercial Code (Handelsgesetzbuch)), the amount of profits (Gewinne) not available for distribution to its shareholders in accordance with sections 253 para. 6, 268 para. 8 and 272 para. 5 German Commercial Code (Handelsgesetzbuch) (if any) and the amount of its stated share capital (Stammkapital). (b) The Administrative Agent agrees not to enforce the security granted under this Agreement if and to the extent that the security granted under this Agreement secures any liability of a Loan Party which is an Affiliate of any German Guarantor (other than such German Guarantor’s Wholly Owned Subsidiaries) (each, a “Secured Obligor”) and if and to the extent that a payment under the security granted under this Agreement would cause such German Guarantor’s (or, where such German Guarantor is a GmbH & Co. KG, its general partner's) Net Assets (determined pursuant to clause (c) below) to be reduced below zero, or further reduced if already below zero (“Capital Impairment”). (c) For the purposes of the calculation of the Net Assets, the following balance sheet items shall be adjusted as follows: (i) if the registered share capital of any German Guarantor (or, where such German Guarantor is a GmbH & Co. KG, of its general partner) is not fully paid up (nicht xxxx eingezahlt), the relevant amount which is not paid up shall be deducted from the registered share capital in accordance with section 272 para. 1 sentence 2 of the German Commercial Code (Handelsgesetzbuch) to the extent such amount is not demanded or, if demanded, to the extent not accounted as an asset of such German Guarantor pursuant to section 272 para. 1 of the German Commercial Code; (ii) the amount of any increase of the stated share capital (Erhöhungen des Stammkapitals) of any German Guarantor (or, where such German Guarantor is a GmbH & Co. KG, of its general partner) after the date hereof that has been effected without the 65 CHAR1\1707916v5
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Limitations Applicable to German Guarantors. (A) The obligations of any Guarantor incorporated as a German limited liability company (Gesellschaft mit beschränkter Haftung) (a "German Guarantor") under this Article Ten shall, if and to the extent that the Guarantee secures obligations other than the German Guarantor's own obligations or the obligations of the German Guarantor's subsidiaries, be limited to the amount of the net assets (Nettovermögen) of the German Guarantor, calculated as the sum of the balance sheet items shown under Section 266 (2) (A), (B) and (C) of the German Commercial Code (Handelsgesetzbuch), less the sum of the balance sheet items shown under Section 266 (3) (A)(I), (B), (C) and (D) of the German Commercial Code, as of the date of receipt of a demand for payment by the Trustee in accordance with Section 10.06, with the proviso that the following balance sheet items shall be taken into consideration as follows:
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Limitations Applicable to German Guarantors. Any obligations of, and payments by each Guarantor incorporated, organized or formed, as the case may be, in Germany (a “German Guarantor”), including Xxxxxx Xxxxxxxx Deutschland GmbH, under this Indenture are subject to any limitation under German corporate law and any other applicable law, in particular, the provisions of and the principles developed under German corporate law for the protection of the German Guarantor.
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