Limitations — Germany Sample Clauses
The 'Limitations — Germany' clause defines specific restrictions or boundaries on the rights, obligations, or liabilities of the parties as they pertain to German law. Typically, this clause clarifies how certain legal limitations, such as statutory caps on damages or exclusions of liability, apply within the context of agreements governed by or enforceable in Germany. For example, it may specify that liability for intent or gross negligence cannot be excluded under German law, or that certain consumer protections must be observed. The core function of this clause is to ensure compliance with mandatory German legal requirements and to allocate risk appropriately between the parties, thereby preventing unenforceable or invalid contract terms.
Limitations — Germany. (a) Each holder of Notes agrees that its right to enforce any guarantee or indemnity granted by a Subsidiary Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter Haftung GmbH) (each a “Relevant German Obligor”) shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor, at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s general partner’s, assets (the calculation of which shall include all items set forth in §266(2) A, B, and C of the German Commercial Code (Handelsgesetbuch) less the Relevant German Obligor’s or in the case of a GmbH & Co. KG, such Relevant German Obligor’s general partner’s, liabilities (the calculation of which shall take into account the captions reflected in §266(3) B, C (but disregarding, for the avoidance of doubt, the Relevant German Obligor’s liabilities under this Agreement and D of the German Commercial Code) (the “Net Asset”), being less than its respective registered share capital (Stammkapital) plus reserves for its own shares (Rücklage für eigene Anteile) (the aggregate of the registered share capital and the shares for its own shares, the “Protected Capital”) (Begruendung einer Unterbilanz) or (ii) where the amount of the Relevant German Obligor’s Net Assets (or the Net Assets of its general partner if the Relevant German Obligor is a GmbH & Co. KG) are already less than its Protected Capital causing such amount to be further reduced (Vertiefung einer Unterbilanz). UTi Worldwide Inc. Note Purchase Agreement
(b) For the purposes of the calculation of the amounts to which enforcement is limited, the following balance sheet items shall be adjusted as follows:
(i) the amount of any increase after the date of this Agreement of the Relevant German Obligor’s, or, in the case of a German GmbH & Co. KG, its general partne...
Limitations — Germany. (a) The Issuing Bank agrees that its right to enforce any guarantee or indemnity granted by a Subsidiary Guarantor incorporated in Germany which is constituted in the form of a limited partnership (Kommanditgesellschaft) with a limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (GmbH & Co. KG) or a limited liability company (Gesellschaft mit beschränkter Haftung — GmbH) (each a “Relevant German Obligor”) shall, if and to the extent that such guarantee or indemnity is an up-stream or cross-stream security which secures liabilities of the Relevant German Obligor’s shareholders or of an affiliated company (verbundenes Unternehmen) of any such shareholder within the meaning of §15 of the German Stock Corporation Act (Aktiengesetz) of such Relevant German Obligor, at all times be limited if and to the extent that (i) the enforcement of the guarantee granted by the Relevant German Obligor would cause the Relevant German Obligor’s, and, in the case of a GmbH & Co. KG, also such Relevant German Obligor’s general partner’s, assets (the calculation of which shall