Overriding Principle. (a) The guarantees and security to be provided in respect of the Note Documents by Foreign Subsidiaries in accordance with these Agreed Security Principles are only to be given by Foreign Subsidiaries which are incorporated in Germany, Belgium, France, England & Wales, Sweden, Spain, Poland, Italy and the Netherlands (each a “Foreign Guarantor Jurisdiction”) and no security or guarantees shall be required to be given by Foreign Subsidiaries not incorporated in Foreign Guarantor Jurisdictions.
(b) The parties agree that the overriding intention, subject to paragraph (a) above, is for security only to be granted by, and shall be limited, to a Foreign Note Party which is incorporated in a Foreign Guarantor Jurisdiction in respect only over (and in any case only to the extent commercially and legally feasible in such Foreign Guarantor Jurisdiction): #96405991v19
(A) its Required Accounts (without control over use prior to a Default);
(B) its tangible moveable property;
(C) intra-group receivables owed to such Foreign Note Party;
(D) intellectual property owned by such Foreign Note Party;
(E) insurance policies;
(F) account and trade receivables owed to such Foreign Note Party;
(G) the shares and/or quotas owned in such Foreign Note Party by its direct holding company provided that such direct holding company is also a Note Party and shares owned by such Foreign Note Party in its direct subsidiaries;
(H) fee owned real property having a fair market value in excess of $10,000,000;
(I) in the case of an English Note Party, its goodwill and uncalled capital;
(J) all of its assets by way of a qualifying floating charge (or equivalent) from an English Note Party and any other Foreign Note Party incorporated in a Foreign Guarantor Jurisdiction with a practical equivalent of an English law floating charge;
(K) xxxx claims, investments and contractual claims against third parties; and
(L) in the case of a security provider incorporated in Sweden, corporate mortgage (Sw. företagshypotek) over corporate mortgage registrations (Sw. företagsinteckingar). (the “Overriding Principle”) and that no other security shall be required to be given by any other Foreign Note Party or any other person or in relation to any other asset.
(c) Without prejudice to paragraph (b) above, no guarantees shall be required to be granted by and no security shall be required to be granted by or in (i) any Subsidiary that is an Excluded Subsidiary or (ii) any asset that is an Excluded Asset.
(d) In...
Overriding Principle. There is an essential ingredient of the Flexible Working Hours System that overrides all other considerations: job responsibility. The job must not suffer, nor must the other jobs in the organization. The primary consideration for all departments is providing high-quality and efficient municipal services. A flexible working hours arrangement shall not be permitted if it would diminish the level or quality of service to the public, if it would result in an additional cost to the Corporation (e.g. in overtime pay), or if it would adversely affect other employees.
Overriding Principle. (a) The guarantees and security to be provided in respect of the Notes by Foreign Subsidiaries in accordance with these Agreed Security Principles are only to be given by Foreign Subsidiaries which are incorporated in England & Wales, France, Switzerland, Luxembourg, Germany, Denmark, Australia, New Zealand, Norway and the Netherlands (each a “Foreign Guarantor Jurisdiction”) and no security or guarantees shall be required to be given by foreign entities not incorporated in Foreign Guarantor Jurisdictions or by (or shares or investments in) any joint venture or similar arrangement, any minority interest or any Foreign Guarantor that is not directly or indirectly wholly owned by the Company.
(b) The parties agree that the overriding intention, subject to paragraph (a) above, is for security only to be granted by and shall be limited to a Foreign Guarantor which is incorporated in a Foreign Guarantor Jurisdiction in respect only over:
Overriding Principle. Any dispute arising out of or relating to this --------------------- Contract shall be resolved exclusively by the procedures set out in this Article 20. First, there shall be friendly discussions between the Shareholders based on the overriding principle that the Shareholders have agreed to establish the Company in order to generate maximum profits for each of the Shareholders.
Overriding Principle. The parties agree that the overriding intention is for security only to be granted by:
Overriding Principle. (a) Where jobs are in excess to requirements due to (for example) turnover of contracts or action taken to retain or improve current contracts, the overriding aim will be to find alternative employment for employees who are displaced within a reasonable distance from their usual home residence.
(b) Whilst not excluding the possibility of redundancies, redundancy payments will only be payable where the Employer has exhausted all reasonable redeployment options.
Overriding Principle. Notwithstanding anything in Section B.3 (Partial Indemnification) and/or Section B.6 (Contribution) and for the avoidance of all doubt, where the Indemnitee incurs Expenses and is personally liable for the Expenses, the Company shall pay those Expenses if, apart from Section B.3 (Partial Indemnification) and/or Section B.6 (Contribution), the Expenses are payable by the Company, irrespective of whether any other person is also liable for such Expenses in whole or in part.
Overriding Principle. The guarantees and security to be provided in respect of the Notes by Foreign Subsidiaries in accordance with these Agreed Security Principles are only to be given by Foreign Subsidiaries which are incorporated in England & Wales, France, Switzerland, Luxembourg, Denmark, Australia, New Zealand, Norway and the Netherlands (each a “Foreign Guarantor Jurisdiction”) and no security or guarantees shall be required to be given by foreign entities not incorporated in Foreign Guarantor Jurisdictions or by (or shares or investments in) any joint venture or similar arrangement, any minority interest or any Foreign Guarantor that is not directly or indirectly wholly owned by the Company.
Overriding Principle. Where jobs are in excess to requirements due to (for example) turnover of contracts or action taken to retain or improve current contracts, the overriding aim will be to find alternative employment for employees who are displaced within a reasonable distance from their usual home residence. Whilst not excluding the possibility of redundancies, redundancy payments will only be payable where CityWide has exhausted all reasonable redeployment options.
Overriding Principle. (a) All stock is valued at the lower of cost or net realisable value.
(b) Stock takes are carried out either by a regular cycle counting process or an annual physical inventory.
