Limitations of Undertakings Sample Clauses

Limitations of Undertakings. Notwithstanding the foregoing provisions of this clause 24 (General undertakings) (but without prejudice to any of the obligations thereunder of any Obligor not incorporated in Germany), the undertakings set out in clause 24.144 (Disposals), clause 24.177 (Merger; agreement on profit), clause 24.1919 (Joint Ventures), clause 24.200 (Change of business), clause 24.211 (Share capital), clause 24.222 (Dividends and withdrawals) and clause 24.233 (Subordinated Liabilitiest) (the “Relevant Undertakings”) are not and shall not be given by any German Obligor. However:
Sample 1
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Limitations of Undertakings. Notwithstanding the foregoing provisions of Clauses 16 (Positive Undertakings), 17 (Negative Undertakings), 18 (Capital Structure), 19 (Information and Accounting Undertakings) and 20 (Financial Covenants of Bidco and the other Obligors) (but without prejudice to any of the obligations thereunder of any Obligor not incorporated in Germany), Clause 17.1 (Amalgamations and Change of Business), Clause 17.2 ( Disposals), Clause 17.3 (Arm’s Length Transactions), Clause 17.11 (Joint Ventures), Clause 17.12 (Acquisitions and Investments), Clause 18.1 (Control), Clause 18.4 (Restriction on Redemption of Capital Contribution and Acquisition of Own Shares), Clause 18.5 (Restriction on Payments on Mezzanine Completion Intercompany Loans), Clause 18.6 (Restriction on Payment of Dividends), Clause 18.7 (Permitted Payments), Clause 18.8 (Holding Company) and Clause 19.8 (Agreed Accounting Principles) (the “Relevant Undertakings”) are not and shall not be given by any German Obligor. However:
Sample 1
Limitations of Undertakings. Notwithstanding the foregoing provisions of Section 5.02 (but without prejudice to any of the obligations thereunder of any Loan Party not incorporated in Germany), the undertakings set out in Sections 5.02(c) through (j), (l), (n), (o) and (s) (the “Relevant Undertakings”) are not and shall not be given by any German Loan Party. However:
Sample 1
Limitations of Undertakings. Notwithstanding the foregoing provisions of Article VII (but without prejudice to any of the obligations thereunder of any Loan Party not incorporated in Germany), the undertakings set out in Article VI, Section 7.03 (Investments), 7.04 (Fundamental Changes), 7.05 (Dispositions), 7.07 (Change in Nature of Business), 7.08 (Transaction with Affiliates), 7.13 (Amendments of Organization Documents) and 7.14 (Accounting Changes) (the "Relevant Undertakings") are not and shall not be given by any Loan Party incorporated in Germany (each a "German Loan Party"). However:
Sample 1
Limitations of Undertakings. (a) Notwithstanding Clause 27 (General Undertakings) above, the provisions of Clauses 27.6 (Merger), Clause 27.7 (Change of Business), Clause 27.8 (Acquisitions), Clause 27.9 (Joint Ventures), Clause 27.18 (Loans or credit) through Clause 27.20 (Dividends and share redemption) and Clause 27.23 (Share Capital) (the “Relevant Restrictive Convents”) shall not apply to any member of the BST Group whose Relevant Jurisdiction is Germany (together the “German Group”).
Sample 1

Related to Limitations of Undertakings

  • Conditions of Underwriters’ Obligations The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained herein or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

  • Nature of Undertakings The undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of the Borrower and each other member of the Group.

  • Compliance with certain undertakings At the date of this Agreement, the Borrower is in compliance with Clauses 11.2, 11.4, 11.9 and 11.13.

  • Conditions of U S. Underwriters' Obligations. The obligations of the several U.S. Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

  • Conditions of Underwriters’ Obligation The obligations of the Underwriter to purchase and pay for the Units which it has agreed to purchase hereunder, are subject to the accuracy (as of the date hereof, and as of the Closing Dates) of and compliance with the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder, and to the following conditions:

  • CONDITIONS OF LIMITATION 25.01 To the extent permitted by applicable law this Lease and the term and estate hereby granted are subject to the limitation that whenever Tenant shall make an assignment of all or substantially all of the property of Tenant for the benefit of creditors, or shall file a voluntary petition under any bankruptcy or insolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency shall be filed against Tenant under any bankruptcy or insolvency law, or whenever a petition shall be filed against Tenant under the reorganization provisions of the United States Bankruptcy Act or under the provisions of any law of like import, or whenever a petition shall be filed by Tenant under the arrangement provisions of the United States Bankruptcy Act or under the provisions of any law of like import, or whenever a permanent receiver of Tenant or of or for the property of Tenant shall be appointed, then, Landlord, (a) at any time after receipt of notice of the occurrence of any such event, or (b) if such event occurs without the acquiescence of Tenant, at any time after the event continues unstayed for ninety (90) days, Landlord may give Tenant a notice of intention to end the term of this Lease at the expiration of five (5) days from the date of service of such notice of intention, and upon the expiration of said five (5) day period this Lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day were the Expiration Date, but Tenant shall remain liable for damages as provided in Article 27.

  • Limitations of Liability The Trustee shall have no responsibility or liability to:

  • REPRESENTATIONS OF ULTIMUS Ultimus represents and warrants that: (1) it will maintain a disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is reasonable in light of the services to be provided, and it will, at no additional expense to the Trust, take reasonable steps to minimize service interruptions (Ultimus shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plans and procedures); (2) this Agreement has been duly authorized by Ultimus and, when executed and delivered by Ultimus, will constitute a legal, valid and binding obligation of Ultimus, enforceable against Ultimus in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (3) it is duly registered with the appropriate regulatory agency as a transfer agent and such registration will remain in full force and effect for the duration of this Agreement; and (4) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Limitations of Liability and Indemnification 5.1 No Personal Liability of Shareholders, Trustees, etc......................................11 5.2

  • Other Undertakings Tenant shall take such actions and execute and deliver such documents, including, without limitation, the New Lease and new or amended Memorandum(s) of Lease and, if requested by Landlord, an amendment to this Master Lease, as are reasonably necessary and appropriate to effectuate fully the provisions and intent of this Section 1.12(b), and as otherwise are appropriate or as Landlord or any Title Insurer may reasonably request to evidence such removal and new leasing of the Removal Properties, including memoranda of lease with respect to such New Leases and amendments of all existing memoranda of lease with respect to this Master Lease and an amendment of this Master Lease.

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