Subordination of Guarantee of Perpetual Subordinated Debt Securities Sample Clauses

Subordination of Guarantee of Perpetual Subordinated Debt Securities. The Guarantor’s obligations under the Guarantee in respect of Perpetual Subordinated Debt Securities constitute subordinated and unsecured obligations of the Guarantor and, in the event of the winding-up of the Guarantor, the rights of Holders of Perpetual Subordinated Debt Securities against the Guarantor to payment of any amounts under or arising from the Guarantee of the Perpetual Subordinated Debt Securities shall be subordinated to the claims of all Guarantor Senior Creditors including the claims of any Holders of Dated Subordinated Debt Securities guaranteed by the Guarantor and the claims of holders of any other series of subordinated debt securities issued by the Guarantor which are expressed to rank as senior to the Guarantee of the Dated Subordinated Debt Securities, and further shall rank (subject to exceptions as are from time to time applicable under the laws of the United Kingdom): (i) at least pari passu with the obligations of the Guarantor pursuant to Legacy Tier 2 Notes Guarantee for so long as the Legacy Tier 2 Notes remain outstanding, all other obligations of the Guarantor which constitute or would, but for any applicable limitation on the amount of such capital, constitute Tier 2 Capital and all other obligations of Guarantor which arise in connection with any other capital instruments or securities and which rank pari passu with the Guarantee of the Dated Subordinated Debt Securities as to participation in the Guarantor’s assets in the event of its winding-up; and (ii) in priority to: (A) the obligations of the Guarantor pursuant to the Guarantee of the Perpetual Subordinated Debt Securities and the Perpetual Subordinated Capital Securities; (B) all other obligations of the Guarantor which constitute or would, but for any applicable limitation on the amount of such capital, constitute Tier 1 Capital; and (C) the claims of holders of all classes of share capital of the Guarantor. Except in a bankruptcy, winding up, liquidation or, if the Relevant Regulator has indicated in writing that it has no objection to such payment, any payments by the Guarantor of principal, premium, if any, interest, if any, or Deferred Interest, if any, in respect of the Perpetual Subordinated Debt Securities of any series are conditional upon the Guarantor Solvency Condition being satisfied immediately before and immediately after any such payment, and no principal, premium, if any, interest, if any, or Deferred Interest, if any, shall be payable in respect ...
AutoNDA by SimpleDocs

Related to Subordination of Guarantee of Perpetual Subordinated Debt Securities

  • NOTE For Community-­‐Based TLDs Only] Obligations of Registry Operator to TLD Community. Registry Operator shall establish registration policies in conformity with the application submitted with respect to the TLD for: (i) naming conventions within the TLD, (ii) requirements for registration by members of the TLD community, and (iii) use of registered domain names in conformity with the stated purpose of the community-­‐based TLD. Registry Operator shall operate the TLD in a manner that allows the TLD community to discuss and participate in the development and modification of policies and practices for the TLD. Registry Operator shall establish procedures for the enforcement of registration policies for the TLD, and resolution of disputes concerning compliance with TLD registration policies, and shall enforce such registration policies. Registry Operator agrees to implement and be bound by the Registry Restrictions Dispute Resolution Procedure as set forth at [insert applicable URL] with respect to disputes arising pursuant to this Section 2.19. Registry Operator shall implement and comply with the community registration policies set forth on Specification 12 attached hereto.]

  • Governing Law and Jurisdiction 39.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

  • Governing Law and Venue This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.

  • Events of Default Any of the following shall constitute an Event of Default:

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Miscellaneous Provisions Section 11.01

  • Binding Effect This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

  • Definitions and Interpretation 1.1 In this Agreement:

  • Security Notwithstanding anything herein to the contrary, except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

  • Default H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances:

Time is Money Join Law Insider Premium to draft better contracts faster.