Under Netherlands Law Sample Clauses

Under Netherlands Law a legal act (‘rechtshandeling’) performed by a person or entity may be nullified by (i) any of its creditors, or (ii) its bankruptcy trustee (‘curator’), if (a) it performed the act without an obligation to do so (‘onverplicht’), (b) the creditor concerned or (in the case of a bankruptcy) any creditor was prejudiced as a consequence of the act, and (c) at the time the act was performed both the person or entity and (unless the act was for no consideration (‘om niet’)) the party with or towards which it acted, knew or should have known that one or more of its creditors (present or future) would be prejudiced. In the case of a legal entity’s bankruptcy, its bankruptcy trustee may nullify its performance of any due and payable obligation (‘opeisbare xxxxxx’), if (d) the recipient of such performance knew that a petition for bankruptcy had been filed, or (e) the performance of the obligation resulted from consultation between it and the recipient with the intent to give preference to the latter over the legal entity’s other creditors.
Sample 1
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Under Netherlands Law notwithstanding the recognition of the laws of the State of New York as the governing law of the Credit Agreement: • A Netherlands court may give effect to mandatory rules of the laws of another jurisdiction (including its own) with which the situation has a close connection, if and insofar as, under the laws of that other jurisdiction those rules must be applied whatever the chosen law; • The application of the laws of the State of New York may be refused if it is manifestly incompatible with the public policy of the Netherlands (‘ordre public’); • Regard will be had to the law of the jurisdiction in which performance takes place in relation to the manner of performance and the steps to be taken in the event of defective performance. Unless otherwise stated in this opinion letter and on the face of the Credit Agreement, we have no reason to believe that (i) the Credit Agreement will give rise to situations where mandatory rules of Netherlands law will prevail over the chosen law of the Credit Agreement, or (ii) a provision of the Credit Agreement will be deemed manifestly incompatible with the public policy of the Netherlands.
Sample 1

Related to Under Netherlands Law

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  • U.S. Securities Law Matters The Parties agree that the Arrangement will be carried out with the intention that, and will use their commercially reasonable best efforts to ensure that, all Consideration Shares and Replacement Options issued pursuant to Arrangement will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder and pursuant to similar exemptions from applicable state securities laws. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis:

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