LIMITATIONS ARISING FROM INSOLVENCY LAW. The rights and obligations of the Parties under the Transaction Documents may be limited and the opinions expressed in this Opinion Letter may be affected by general principles and specific provisions of bankruptcy, insolvency, liquidation, reorganisation, reconstruction or other laws affecting the enforcement of creditors’ rights generally. In particular, but without limitation, it is to be noted that:
(a) during a gestion contrôlée (controlled management) procedure under the Grand-Ducal decree dated 24 May 1935 on the procedure of gestion contrôlée, the rights of secured creditors are frozen until a final decision has been taken by the court as to the petition for controlled management and may be affected thereafter by any reorganisation order given by the competent court. Furthermore, declarations of default and subsequent acceleration (such as an acceleration upon the occurrence of an event of default) will not be enforceable against reorganisation or liquidation orders given by a court, subject in each case to any exceptions established under Regulation 1346/2000 where applicable;
(b) the effects of Luxembourg insolvency proceedings opened over a Luxembourg Obligor by a Luxembourg court would apply to all assets wherever situated, including assets located or deemed to be located outside Luxembourg, (except insofar Regulation 1346/2000 establishes any exceptions) and as a matter of Luxembourg law, the Luxembourg bankruptcy receiver appointed by the Luxembourg court would be empowered to take control over all assets of the Luxembourg Obligor wherever situated, including property located abroad, upon the conditions and to the extent provided for under Luxembourg insolvency laws and, with respect to the scope of Regulation 1346/2000, upon the terms thereof;
(c) restrictions on the enforcement of its rights against other Obligors imposed on the Luxembourg Obligor may cease to be effective upon the bankruptcy of the Luxembourg Obligor;
(d) the powers of any receivers appointed by virtue of any of the Transaction Documents would not be recognised by Luxembourg courts;
(e) any power of attorney and mandate, as well as any other agency provisions granted and all appointments of agents made by the Luxembourg Obligor (including any appointments made by way of security), explicitly or by implication, will terminate by law and without notice upon the Luxembourg Obligor’s bankruptcy (faillite) or judicial winding-up (liquidation judiciaire), and become ineffective ...
LIMITATIONS ARISING FROM INSOLVENCY LAW. The enforceability of the Opinion Documents is subject to the provisions of any applicable bankruptcy, insolvency, liquidation or other laws relating to or affecting the enforcement of creditors' rights generally including statutes of limitation; in particular it is to be noted that:
(a) any provision in the Opinion Documents providing for an event of default, an acceleration or another early termination of the Opinion Documents by reason of a party being subject to proceedings for a judicial reorganisation may not be enforceable;
(b) if any Belgian Guarantor is declared bankrupt and if the date of the Guarantee to which it is a party is within the pre-bankruptcy suspect period (the so-called "suspect period" may have a duration of up to six months before the declaration of bankruptcy, or more if the bankrupt entity was already in liquidation, whether formally or as a matter of fact, or in judicial reorganisation before its bankruptcy), then there is a risk that its obligations as a Guarantor may be set aside on the grounds that they were assumed without adequate consideration;
(c) the restrictions on the enforcement of its rights against other Guarantors and the Issuers imposed on each Belgian Guarantor pursuant to the Guarantee to which it is a party may cease to be effective upon the bankruptcy of the relevant Belgian Guarantor;
(d) any power of attorney or other mandate would lapse on the bankruptcy of the party that granted it, and may lapse on an application for judicial reorganisation;
(e) penalties and liquidated damages may not be enforceable in a judicial reorganisation;
(f) termination clauses may be subject to a mandatory 15 day grace period in a judicial reorganisation; and
(g) a party subject to judicial reorganisation may in certain circumstances opt not to perform current contracts, without prejudice however to damages resulting from that non performance.
LIMITATIONS ARISING FROM INSOLVENCY LAW. (a) The opinions set out in this Opinion Letter are subject to any limitations arising from insolvency, liquidation, administration, reorganisation and similar laws generally affecting the rights of creditors.
(b) The opinions set out in this Opinion Letter are subject to an English court exercising its discretion under section 426 of the Insolvency Xxx 0000 ( Co-operation between courts exercising jurisdiction in relation to insolvency ) to assist the courts having the corresponding jurisdiction in any other part of the United Kingdom or any relevant country or territory.
(c) Any provision in the Credit Agreement which confers, purports to confer or waives a right of set-off or similar right may be ineffective against a liquidator or creditor.
LIMITATIONS ARISING FROM INSOLVENCY LAW. The rights and obligations of the Parties under the Transaction Documents may be limited and the opinions expressed in this Opinion Letter may be affected by general principles and specific provisions of bankruptcy, insolvency, liquidation, reorganisation, reconstruction or other laws affecting the enforcement of creditors’ rights generally. In particular, but without limitation, it is to be noted that:
LIMITATIONS ARISING FROM INSOLVENCY LAW. The matters reported in this Letter are subject to any limitations arising from insolvency, liquidation, administration, reorganization and similar laws affecting the rights of creditors or secured creditor generally.
LIMITATIONS ARISING FROM INSOLVENCY LAW. (a) The rights and obligations of the Parties under the Transaction Documents may be limited and the opinions expressed in this Opinion Letter may be affected by general principles and specific provisions of bankruptcy, insolvency, liquidation, reorganisation, resolution, administration, reconstruction or other laws affecting the enforcement of creditors’ rights generally.
(b) Any power of attorney and mandate, as well as any other agency provisions granted and all appointments of agents made by the Luxembourg Obligors (including any appointments made by way of security), explicitly or by implication, will terminate by law and without notice upon the Luxembourg Obligors’ bankruptcy (faillite) or any similar procedure.
(c) The filing of claims and the taking of actions by the Trustee or the Underwriters on behalf of other parties may require the execution of additional documentation.
LIMITATIONS ARISING FROM INSOLVENCY LAW. (a) The opinion set out in paragraph 2.2 (Legal, valid, binding and enforceable obligations) of this Opinion Letter is subject to any limitations arising from insolvency, liquidation, administration, moratorium, reorganisation and similar laws generally affecting the rights of creditors.
(b) The opinion set out in paragraph 2.3 (Valid security interest) of this Opinion Letter is subject to the following:
