Swedish Terms Sample Clauses
Swedish Terms. (a) In this Indenture, unless the contrary intention appears, a reference to:
(i) a “composition” or “arrangement with any creditor” includes any write-down of debt (Sw. ackord) following from any procedure of “företagsrekonstruktion” under the Swedish Company Reorganisation Act (Sw. Lag om företagsrekonstruktion (1996:764)) or “konkurs” under the Swedish Bankruptcy Act (Sw. Konkurslag (1987:672));
(ii) a “compulsory manager,” “receiver,” “liquidator” or “administrator” includes a “rekonstruktör” under the Swedish Company Reorganisation Act (Sw. Lag om företagsrekonstruktion (1996:764)), “konkursförvaltare” under the Swedish Bankruptcy Act (Sw. Konkurslag (1987:672)) or “likvidator” under the Swedish Companies Act;
Swedish Terms. In this Agreement, where it relates to a Swedish entity, a reference to (a) a composition, assignment or similar arrangement with any creditor includes a företagsrekonstruktion, konkursförfarande or ackordsuppgörelse under the Swedish Bankruptcy Act (konkurslagen) or the Swedish Reorganisation Act (lag om fõretagsrekonstruktion) (as the case may be), (b) a compulsory manager, receiver, administrator includes a konkursförvaltare, företagsrekonstruktör or likvidator under Swedish law, (c) gross negligence means grov vårdslöshet under Swedish law, (d) a guarantee includes any garanti under Swedish law which is independent from the debt to which it relates and any xxxxxx under Swedish law which is accessory to or dependant on the debt to which it relates, (e) merger includes any fusion implemented in accordance with Chapter 23 of the Swedish Companies Act (aktiebolagslagen) and (f) a winding up, administration or dissolution includes a frivillig likvidation or tvångslikvidation under Chapter 25 of the Swedish Companies Act (aktiebolagslagen).
Swedish Terms. Notwithstanding and overriding any other provision of this Agreement and any other Loan Document and/or any exhibit or schedule thereto:
(a) any obligation for any entity incorporated in Sweden to act as trustee shall be an obligation to act as agent and the obligation to hold assets on trust shall be an obligation not to hold such assets on trust but to hold such assets as agent;
(b) for the avoidance of doubt, any transfer by novation and/or assignment, shall, as regards security created by or pursuant to a Security Document by a Swedish Loan Party, assign a proportionate part of the security interests granted under that Security Document, together with a proportional part of the security interest in that Security Document;
(c) any security granted under a Security Document by a Swedish Loan Party will be granted to the secured parties represented by the Collateral Agent;
(d) a “compromise” or “composition” with any creditor includes (a) any write-down of debt or other debt rescheduling following from any procedure of ‘företagsrekonstruktion’ under the Swedish company reorganisation act (Sw. Lag om företagsrekonstruktion (2022:964)) (the “Swedish Company Reorganisation Act”), or (b) any write-down of debt in bankruptcy (Sw. ackord i konkurs) under the Swedish bankruptcy act (Sw. Konkurslag (1987:672)) (the “Swedish Bankruptcy Act”);
(e) a “receiver”, “trustee” or “liquidator” includes (a) ‘rekonstruktör’ under the Swedish Company Reorganisation Act, (b) ‘konkursförvaltare’ under the Swedish Bankruptcy Act, or (c) ‘likvidator’ under the Swedish Companies Act;
(f) a “merger”, “consolidation” or “amalgamation” includes any ‘fusion’ implemented in accordance with Chapter 23 of the Swedish Companies Act and a “demerger” includes any ‘delning’ implemented in accordance with Chapter 24 of the Swedish Companies Act;
(g) a “winding-up”, “liquidation” or “dissolution” includes ‘frivillig likvidation’ or ‘tvångslikvidation’ under Chapter 25 of the Swedish Companies Act, a “bankruptcy” includes a ‘konkurs’ under the Swedish Bankruptcy Act and a “reorganisation” includes a ‘företagsrekonstruktion’ under the Swedish Company Reorganisation Act;
Swedish Terms. Notwithstanding and overriding any other provision of this Agreement and any other Loan Document and/or any exhibit if schedule thereto:
(a) ANY TRANSFER BY NOVATION AND/OR ASSIGNMENT, SHALL, AS REGARDS SECURITY GOVERNED BY SWEDISH LAW, TRANSFER AND/OR ASSIGN A PROPORTIONATE PART OF THE SECURITY INTERESTS GRANTED UNDER THE RELEVANT SWEDISH LAW GOVERNED SECURITY TOGETHER WITH A PROPORTIONAL PART OF THE SECURITY INTEREST UNDER THE RELEVANT SWEDISH LAW SECURITY DOCUMENTS;
(b) ANY OBLIGATION FOR ANY ENTITY INCORPORATED IN SWEDEN TO ACT AS TRUSTEE SHALL BE AN OBLIGATION TO ACT AS AGENT AND THE OBLIGATION TO HOLD ASSETS ON TRUST SHALL BE AN OBLIGATION NOT TO HOLD SUCH ASSETS ON TRUST BUT TO HOLD SUCH ASSETS AS AGENT;
(c) if any Swedish Loan Party is required to hold an amount on trust on behalf of another party (the “Beneficiary”), the Swedish Loan Party shall hold such money as agent for the Beneficiary on a separate account in accordance with the Swedish Act of 1944 in respect of assets held on account (SW. LAG (1944:181) OM REDOVISNINGSMEDEL) and shall promptly pay or transfer the same to the Beneficiary or as the Beneficiary may direct;
(d) ANY OBLIGATION, REPRESENTATION, UNDERTAKING, AND/OR LIABILITY OF ANY SWEDISH LOAN PARTY UNDER THIS AGREEMENT AND/OR THE LOAN DOCUMENTS IN RESPECT OF OR IN RELATION TO, BUT NOT LIMITED TO, ANY BORROWING, GUARANTY, GUARANTEE, SECURITY, SUBORDINATION, SUBROGATION, INDEMNITY, PAYMENT, REPAYMENT, PRE-PAYMENT, REIMBURSEMENT OR COMPENSATION OBLIGATION, LIABILITY, OBLIGATION, WAIVER OF ANY RIGHTS, DEEMED CONSENT, RELEASE OF ANY RIGHTS OR LIABILITIES, OBLIGATION TO PAY ANY FEES OR COST AND/OR ANY OTHER OBLIGATION OR LIABILITY OF ITSELF OR ITS SUBSIDIARIES OR PARENT’S AND/OR PARENT’S SUBSIDIARIES OR OTHER ENTITY AND ANY RELEASE, DISPOSAL, TRANSFER OR OTHER ACTION IN CONNECTION WITH A DISTRESSED DISPOSAL SHALL BE LIMITED, IF (AND ONLY IF) REQUIRED BY THE PROVISIONS OF THE SWEDISH COMPANIES ACT REGULATING DISTRIBUTION OF ASSETS (CHAPTER 17, SECTIONS 1-4) (OR THEIR EQUIVALENTS FROM TIME TO TIME) AND UNLAWFUL LOANS, SECURITY, GUARANTEES AND FINANCIAL ASSISTANCE (CHAPTER 21, SECTIONS 1-5) (OR THEIR EQUIVALENTS FROM TIME TO TIME) AND IT IS UNDERSTOOD AND AGREED THAT THE OBLIGATIONS, REPRESENTATIONS, UNDERTAKINGS AND LIABILITIES OF EACH SWEDISH LOAN PARTY UNDER THIS AGREEMENT AND ANY OTHER LOAN DOCUMENTS AND THE TERMS AND CONDITIONS OF THE LOAN DOCUMENTS ONLY APPLY TO THE EXTENT PERMITTED BY THE ABOVE MENTIONED PROVISIONS OF THE SWEDISH C...
Swedish Terms. In this Agreement, unless the contrary intention appears, a reference to:
(a) a “composition”, “assignment” or “arrangement with any creditor” includes any write-down of debt (Ackord) following from any procedure of “företagsrekonstruktion” under the Swedish Act on Reconstruction (Lag om företagsrekonstruktion (1996:764)) or “konkurs” under the Swedish Bankruptcy Act (Konkurslag (1987:672));
(b) a “compulsory manager”, “receiver”, “liquidator” or “administrator” includes a “rekonstruktör” under the Swedish Act on Reconstruction, “konkursförvaltare” under the Swedish Bankruptcy Act, or “likvidator” under the Swedish Companies Act; and
Swedish Terms. Without prejudice to the generality of any provision of this Indenture, in this Indenture where it relates to the Company, the Issuer or any other Guarantor which is incorporated or established in Sweden, a reference to:
(1) Any (i) merger in respect of an entity which will be absorbed and the shares of which is being subject to Transaction Security governed by Swedish law, (ii) any payment (whether it be in cash, kind or by way of set-off) of a loan subject to (or purported to be subject to) a perfected Transaction Security governed by Swedish law, and/or (iii) other transaction or action having the effect of releasing perfected Transaction Security governed by Swedish law (or Transaction Security governed by Swedish law purported to be subject to a perfected security interest), shall, in each case, always be subject to the prior written consent of the Security Agent (acting in its sole discretion). Each Holder hereby authorizes the Security Agent to give consent promptly on its behalf where such transactions and/or actions are not prohibited under the terms of the Note Documents, without notification or further reference to the Holders.
(2) Notwithstanding any other provisions in this Indenture except for paragraph (3) below, the release of any perfected Transaction Security governed by Swedish law (or any Transaction Security purported or required to be perfected in accordance with Swedish law in accordance with the Agreed Security Principles) shall always be subject to the prior written consent of the Security Agent (acting in its sole discretion). Each Holder hereby authorizes the Security Agent to give consent promptly on its behalf where such release or disposal is not prohibited under the terms of the Note Documents without notification or further reference to the Holders and the Security Agent may take instructions from the Holders for any release contemplated hereunder.
(3) Notwithstanding paragraph (2) above, if a disposal of assets is made on arm’s length terms then the release of any Transaction Security governed by Swedish law shall not require the consent of the Security Agent, provided that such disposal is not prohibited under the Note Documents, that the disposal is for cash and that all proceeds are paid directly to the Security Agent and are immediately applied towards prepayment of the relevant amounts in accordance with the terms of the Note Documents, which amounts cannot be re-drawn.
(4) Each transfer and/or assignment by a Holder s...
Swedish Terms. (a) In this Agreement, where it relates to a Swedish entity, a reference to:
(i) a “composition” or “arrangement” with any creditor includes (A) any write-down of debt (Sw. offentligt ackord) following from any procedure of ‘företagsrekonstruktion’ under the Swedish Company Reorganisation Act (Sw. Lag om företagsrekonstruktion (2022:964)) (the “Swedish Company Reorganisation Act”), or (B) any write-down of debt in bankruptcy (Sw. ackord i konkurs) under the Swedish Bankruptcy Act (Sw. Konkurslag (1987:672)) (the “Swedish Bankruptcy Act”);
(ii) a “compulsory manager”, “administrative receiver” or “administrator” includes (A) ‘rekonstruktör’ under the Swedish Company Reorganisation Act, (B) ‘konkursförvaltare’ under the Swedish Bankruptcy Act, or (C) ‘likvidator’ under the Swedish Companies Act (Sw. Aktiebolagslag (2005:551)) (the “Swedish Companies Act”);
(iii) a “merger”, “consolidation” or “amalgamation” includes any ‘fusion’ implemented in accordance with Chapter 23 of the Swedish Companies Act and a “demerger” includes any ‘fission’ implemented in accordance with Chapter 24 of the Swedish Companies Act; and
(iv) a “winding-up”, “administration” or “dissolution” includes ‘frivillig likvidation’ or ‘tvångslikvidation’ under Chapter 25 of the Swedish Companies Act, a “bankruptcy” includes a ‘konkurs’ under the Swedish Bankruptcy Act and a “company restructuring” includes a ‘företagsrekonstruktion’ under the Swedish Company Reorganisation Act. AMERICAS 126348241
(b) Each reference to Collateral governed by Swedish law shall be interpreted as a reference to Collateral governed by Swedish law and/or perfected in accordance with Swedish law.
(c) If any party to this Agreement that is incorporated in Sweden (the “Obligated Party”) is required to hold an amount on trust on behalf of another party (the “Beneficiary”), the Obligated Party shall hold such money as agent for the Beneficiary on a separate account in accordance with the Swedish Funds Accounting Act (Sw. Lag om redovisningsmedel (1944:181)).
(d) Any transfer by novation in accordance with the Loan Documents shall, as regards Collateral governed by Swedish law and obligations owed by a Swedish Loan Party, be deemed to take effect as an assignment and assumption or transfer of such rights, benefits, obligations and security interests and each such assignment and assumption or transfer shall be in relation to the proportionate part of the security interests granted under the relevant Swedish law governed ...
Swedish Terms. In this Agreement and any other Loan Document, where it relates to a Swedish Loan Party, a reference to:
(i) an “assignment” or “arrangement” with any creditor includes a företagsrekonstruktion, konkursförfarande, or ackorduppgörelse under the Swedish Bankruptcy Act (Sw. konkurslag (1987:672)) or the Swedish Reorgansation Act (Sw. lag (1996:764) om företagsrekonstruktion) (as the case may be);
(ii) a “receiver” or “administrator” includes a konkursförvaltare, företagsrekonstruktör or likvidator under Swedish law;
(iii) a “merger” includes any fusion implemented in accordance with Chapter 23 of the Swedish Companies Act;
(iv) a “liquidation”, “administration” or “dissolution” includes a tvångslikvidation under Chapter 25 of the Swedish Companies Act;
(v) a “guarantee” includes any garanti under Swedish law which is independent from the debt to which it relates and any xxxxxx under Swedish law which is accessory to or dependent on the debt to which it relates;
Swedish Terms. (a) In this Agreement and any other Finance Document, where it relates to an entity incorporated or established under the laws of Sweden or any Transaction Security governed under Swedish law:
(i) its constitutional documents include its articles of association (Sw. bolagsordning) and the certificate of registration (Sw. registreringsbevis) issued by the Swedish Companies Registration Office (Sw. Bolagsverket), as in force from time to time;
(ii) a “composition”, “compromise”, “assignment” or “similar arrangement” with any creditor includes (A) any write-down of debt (Sw. skulduppgörelse) as a result of the adoption (Sw. antagande), confirmation (Sw. fastställelse) or a cross-class cram-down (Sw. gruppöverskridande cram-down) as part of a restructuring plan (Sw. rekonstruktionsplan) or any other write-down or change of terms such that the creditor is deemed to be an affected party (Sw. berörd part) following from any procedure of företagsrekonstruktion, under the Swedish Reogranisation Act (Sw. lag om företagsrekonstruktion (2022:964)) (the “Swedish Reorganisation Act”) or (B) any write-down of debt in bankruptcy (Sw. ackord i konkurs) under the Swedish Bankruptcy Act (Sw. konkurslag (1987:672)) (the “Swedish Bankruptcy Act”);
Swedish Terms. 53 Section 1.05