Loss absorption. (1) The provisions of § 302 AktG, as applicable from time to time, apply mutatis mutandis to any loss absorption.
(2) Any free reserves set up during the term of this Agreement are to be released at the request of Porsche SE and to be used to offset any net loss for the year unless this conflicts with the provisions of § 302 AktG, as applicable from time to time.
(3) The obligation to absorb losses comes into effect for the first time for the entire fiscal year of the controlled company in which this Agreement comes into force.
Loss absorption.
(a) Upon the occurrence of a Trigger Event, which is continuing on the Loss Absorption Effective Date:
(i) any accrued and unpaid interest payable in respect of the Loan shall not be repaid and shall not accumulate, by way of the full or partial termination of the Borrower's obligations hereunder to repay the amounts of accrued and unpaid interest under the Loan to the extent required to remedy a Trigger Event (such measure being an "Interest Cancellation Measure"); and, subject to sub-clause (b) of this Clause 5.4 (Loss Absorption),
(ii) the Borrower's obligations hereunder to repay the principal amount of the Loan shall be terminated in full or in part to the extent required to remedy a Trigger Event (such measure being a "Principal Write Down Measure").
(b) If a Trigger Event is continuing on the Loss Absorption Effective Date, the Borrower shall on the Loss Absorption Effective Date:
(i) cancel the Interest Cancellation Amount for the purposes of the Interest Cancellation Measure; and
(ii) write down the Write Down Amount for the purposes of the Principal Write Down Measure, provided that the Principal Write Down Measure shall be applied by the Borrower only if after cancellation of the Interest Cancellation Amount accrued as of the Loss Absorption Effective Date in full under the Interest Cancellation Measure, the Trigger Event would still be continuing.
(c) The Borrower shall provide to the Lender and the Trustee no later than:
(i) two (2) Business Days after the Reporting Date on which the Trigger Event has occurred, the Trigger Event Notice. The Borrower shall also provide a copy of the Trigger Event Notice to its shareholders; and
(ii) two (2) Business Days prior to the relevant Loss Absorption Effective Date, the Loss Absorption Measure Notice.
(d) A Trigger Event may occur on more than one occasion and the accrued interest may be cancelled and the Loan may be written down in accordance with this Clause 5.4 (Loss Absorption), on more than one occasion.
(e) Following any write-down of the Loan in accordance with this Clause 5.4 (Loss Absorption), references in this Agreement to the outstanding principal amount of the Loan (howsoever described) shall be construed as references to the Outstanding Principal Amount. If the principal amount of the Loan is written down to zero, this Agreement shall cease to have effect. Once the principal amount of the Loan has been written down in accordance with this Clause 5.4 (Loss Absorption), the relevant amount...
Loss absorption. The provisions of section 302 of the German Stock Corporation Act (AktG), as amended from time to time, apply mutatis mutandis to the absorption of losses (Verlustübernahme).
Loss absorption. Fresenius AG is obliged to balance any annual deficit that would otherwise occur during the term of this Agreement, insofar as it cannot be balanced by means of withdrawal of amounts from free reserves that have been allocated to them during the term of this Agreement in accordance with Section 1 (2). In other respects sec. 302 (1) and (3) AktG, as amended from time to time, shall apply accordingly.
Loss absorption. The Tax Group Parent shall during the term of this agreement absorb the losses of the Tax Group Subsidiary in accordance with all of the provisions of § 302 Stock Corporation Act, as amended from time to time.
Loss absorption. The following write-downs and write-ups in respect of the principal amount of the Notes represented by this temporary Global Note have been made pursuant to Condition 6 (Loss absorption): € €
Loss absorption. The following write-downs and write-ups in respect of the principal amount of the Notes represented by this permanent Global Note have been made pursuant to Condition 6 (Loss absorption and reinstatement of principal amount): € € (Face of Note) 000000 XS1539597499 00 00000 The issue of the Notes was authorised by a resolution of the Board of Directors of UniCredit S.p.A. (the Issuer) passed on [] 2016. This Note forms one of a series of Notes issued as bearer Notes in denominations of €200,000 and integral multiples of €1,000 in excess thereof up to and including €399,000 in an aggregate nominal amount of €500,000,000. The Issuer for value received and subject to and in accordance with the Conditions endorsed hereon hereby promises to pay to the bearer on the Interest Payment Date (as defined in the Conditions endorsed hereon) (or on such earlier date as the principal amount (as determined under the Conditions) may become repayable under the said Conditions) the principal amount of: €[] together with interest on the principal amount of €500,000,000 at the rate determined under Condition 5 (Interest and interest cancellation) payable in arrear on each Interest Payment Date and together with such premium and other amounts as may be payable, all subject to and under the Conditions. Upon the occurrence of any write-down or write-up of the principal amount of the Notes pursuant to Condition 6 (Loss absorption and reinstatement of principal amount) or in the event of cancellation of any Interest Amounts pursuant to Condition 5 (Interest and interest cancellation), the record kept by the Fiscal Agent evidencing the amounts and dates of such write-down or write-up or, as appropriate, the cancellation of any Interest Amounts (as the case may be) shall, in the absence of manifest error, be conclusive evidence of the principal amount repayable (together with any interest thereon) under this Note. The Notes are issued pursuant to an Agency Agreement (the Agency Agreement) dated 21 December 2016 between, among others, the Issuer and Citibank N.A., London Branch as Fiscal Agent. The Notes have the benefit of, and are subject to, the provisions contained in the Agency Agreement and the Conditions. Neither this Note nor any of the Coupons relating to this Note shall become valid or enforceable for any purpose unless and until this Note has been authenticated by or on behalf of the Fiscal Agent.
Loss absorption. The Willensbildungsgesellschaft is obliged to balance any deficit incurred during the term of the contract to the extent that it is not balanced by amounts taken from retained earnings pursuant to the aforementioned Section 2 para. which were paid into these during the term of the contract.
Loss absorption. The full absorption of losses is governed by the provisions of section 302 of the German Stock Corporation Act in its version as amended from time to time.
