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. (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.
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. 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 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 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. (i) Notwithstanding anything else to the contrary in any other provision of this Section 5.9, in the case of any UK Loan, no payment by any Loan Party under any Loan Document to that Lender in connection with that UK Loan (an “Applicable UK Payment”) shall be increased pursuant to Section 5.9.2 by reason of any deduction or withholding on account of Taxes imposed by the United Kingdom (a “UK Tax Deduction”) and no Loan Party shall be liable to make any payment under Section 5.9.4 to a Lender as a result of or in connection with any such UK Tax Deduction if, on the date on which the Applicable UK Payment falls due:
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.
