UK Borrower Sample Clauses
UK Borrower. Notwithstanding anything to the contrary herein, the UK Borrower shall not be obligated to repay any Loans made to the Company or any Letters of Credit issued for the account of the Company.
UK Borrower. The US Borrower shall ensure that the UK Borrower is on the Funding Date, and shall at all times thereafter be, a direct wholly owned Subsidiary of the US Borrower, and Holdings and the US Borrower agree that the UK Borrower is not permitted to be sold, transferred or otherwise disposed of pursuant to Section 10.4.
UK Borrower. Notwithstanding any of the foregoing provisions in this Section 7 (but subject to the proviso contained in Section 7.3(iv)), the agreement of each Lender to make any Loan to the UK Borrower on any date and the obligation of the Letter of Credit Issuer to issue Letters of Credit for the account of the UK Borrower on any date is subject to the satisfaction of the conditions set forth in Section 6.3(c) and Sections 6.6 to 6.8 inclusive (in each case, to the extent they relate to the UK Borrower) on or prior to such date.
UK Borrower. The UK Borrower shall deliver to the Agent an Opinion of its United Kingdom counsel in a form acceptable to the Agent which confirms the matters described in clauses (i) and (ii) of Section 7.1.4 with respect to the UK Borrower, and confirms the enforceability under the Laws of the United Kingdom of a judgment rendered against such UK Borrower under the Laws of the United States.
UK Borrower. The Borrower shall not permit the UK Borrower to engage in any activities other than those not materially different from those engaged in on the Escrow Date and acting as a holding company for shares of Enodis Group Limited and other Subsidiaries of the Borrower and, in any event, shall not permit the UK Borrower to incur Indebtedness other than Indebtedness permitted to be incurred pursuant to Section 6.01.
UK Borrower. The Parent Companies, Holdings and the US Borrower shall ensure that the UK Borrower is on the Closing Date, and shall at all times thereafter be, a direct wholly owned Subsidiary of the US Borrower, and the Parent Companies, Holdings and the US Borrower agree that the UK Borrower is not permitted to be sold, transferred or otherwise disposed of pursuant to Section 10.4.
UK Borrower. (a) Effective as of the date hereof the UK Borrower shall be a Borrower hereunder and shall (subject to the satisfaction of the conditions set forth in Section 4.01) receive the proceeds of the UK Term Loan in an initial aggregate principal amount equal to £43,480,961.55, for its account on the terms and conditions set forth in this Agreement.
(b) The UK Borrower hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, and (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any the UK Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to the UK Borrower.
(c) The Company may from time to time, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate the UK Borrower’s status as such, provided that there are no outstanding Term Loans payable by the UK Borrower, or other amounts payable by the UK Borrower on account of any Term Loans made to it, as of the effective date of such termination. The Administrative Agent will promptly notify the Lenders of any such termination of the UK Borrower’s status.
UK Borrower the UK Loan Parties shall (A) take any corporate action for or other formal steps are taken or legal or other proceedings started or a petition or application is presented for its winding up administration dissolution or reorganization (other than for the purposes of a bona fide solvent scheme of reconstruction previously approved in writing by the Agent and the Required Lenders, or, in respect of a petition or other proceedings for its winding up only, where such action is taken on grounds which the UK Loan Parties shall reasonably demonstrate to the Agent and the Required Lenders to be vexatious or unwarranted and such petition is withdrawn or dismissed or such proceedings are withdrawn or stayed within 14 days and prior to their advertisement) or for the appointment of a provisional liquidator, receiver, administrator, trustee or similar officer of all or any material part of its assets, (B) be or become or admits in writing its inability to pay its debts as they fall due as that expression is defined in Section 123 of the Insolvency Axx 0000, (C) cease or threaten to cease to carry on all or any substantial part of its business, (D) have a moratorium in respect of all or any of the debts of the UK Loan Parties or a composition or arrangement readjustment or rescheduling with all or any class of creditors of the UK Loan Parties proposed, agreed, applied for, ordered or declared,
UK Borrower. Certificate of a director of the UK Borrower as to (i) resolutions of its Board of Directors authorizing UK Borrower to enter into the Second Amendment and all related documents, (ii) resolutions of the shareholders of the UK Borrower approving entry into the Second Amendment, (iii) incumbency, and (iv) solvency. Borrowers
UK Borrower. Notwithstanding anything else in this Agreement to the contrary, the UK Borrower does not have any obligation to pay or any other liability whatsoever with respect to the U.S. Obligations or Canadian Obligations.