JD Luxembourg definition

JD Luxembourg as defined in the preamble hereto. “JPMorgan Chase Bank, N.A.”: JPMorgan Chase Bank, N.A., a national association.
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JD Luxembourg with the Company and the Capital Corporation being referred to herein as the “Borrowers”), in connection with the $2,900,000,000 2019 Credit Agreement, dated as of February 23, 2015 (the “Credit Agreement”), among the Banks parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Deutsche Bank Securities Inc., as Documentation Agents, and Bank of America, N.A., as Syndication Agent. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined. In that connection, we have reviewed an execution copy of the Credit Agreement. We have also reviewed originals or copies of such other records of the Borrowers, certificates of officers of the Borrowers and agreements and other documents, as we have deemed necessary as a basis for the opinions expressed below. In our review of the Credit Agreement and other documents, we have assumed:
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Examples of JD Luxembourg in a sentence

  • The Administrative Agent shall have received, with a counterpart for each Bank, resolutions, certified by the Secretary or an Assistant Secretary of each Borrower (or in the case of JD Luxembourg, a certificate of directors of JD Luxembourg), in form and substance satisfactory to the Administrative Agent, adopted by the Board of Directors of such Borrower authorizing the execution of this Agreement and the performance of its obligations hereunder and any borrowings hereunder from time to time.

  • In order to induce the Banks to make Loans to JD Luxembourg, the Capital Corporation hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Banks and their respective successors, indorsees, transferees and assigns, the prompt and complete payment by JD Luxembourg when due (whether at the stated maturity, by acceleration or otherwise) of the Luxembourg Obligations.

  • The Capital Corporation further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Luxembourg Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Bank upon the bankruptcy or reorganization of JD Luxembourg or otherwise.

  • The Capital Corporation waives promptness, diligence, presentment to, demand of payment from and protest to JD Luxembourg of any Luxembourg Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment.

  • The Administrative Agent shall have received, with a counterpart for each Bank, a certificate of the Secretary or an Assistant Secretary of each Borrower (or in the case of JD Luxembourg, a certificate signed by two directors of JD Luxembourg) certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement, together with evidence of the incumbency of such Secretary or Assistant Secretary (or in the case of JD Luxembourg, of such directors).

  • The Company and the Capital Corporation shall be deemed to have furnished such financial statements to each Bank when they are filed with the Securities and Exchange Commission and posted on its XXXXX system, and JD Luxembourg shall be deemed to have furnished such financial statements to each Bank when they are delivered to the Administrative Agent via electronic mail or other electronic transmission.

  • JD Luxembourg irrevocably appoints the Company as its agent to receive process with respect to this Agreement.

  • The Company shall continue to own, directly or through one or more wholly-owned Subsidiaries, free and clear of any lien or other encumbrance, 51% of the voting stock of (i) the Capital Corporation and (ii) JD Luxembourg for so long as JD Luxembourg is a Borrower hereunder; provided, however, that the Capital Corporation may merge or consolidate with, or sell or convey substantially all of its assets to, the Company as provided in subsection 7.4.

  • The Capital Corporation further agrees that its agreement hereunder constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by any Bank to any balance of any deposit account or credit on the books of any Bank in favor of JD Luxembourg or any other Person.

  • In the event that, by reason of the bankruptcy of JD Luxembourg, (i) acceleration of Loans made to JD Luxembourg is prevented and (ii) the Capital Corporation shall not have prepaid the outstanding Loans and other amounts due hereunder owed by JD Luxembourg, the Capital Corporation will forthwith purchase such Loans at a price equal to the principal amount thereof plus accrued interest thereon and any other amounts due hereunder with respect thereto.

Related to JD Luxembourg

  • Luxembourg means the Grand Duchy of Luxembourg.

  • Clearstream, Luxembourg means Clearstream Banking, société anonyme.

  • Luxembourg Paying Agent has the meaning set forth in Section 7.18.

  • Malta means the Island of Malta, the Island of Gozo and the other islands of the Maltese Archipelago, including the territorial waters thereof;

  • Hong Kong Stock Exchange means The Stock Exchange of Hong Kong Limited;

  • Belgium means the Kingdom of Belgium; used in a geographical sense, it means the territory of the Kingdom of Belgium, including the territorial sea and any other area in the sea and in the air within which the Kingdom of Belgium, in accordance with international law, exercises sovereign rights or its jurisdiction;

  • Ireland means the Republic of Ireland.

  • Norway means the Kingdom of Norway, and includes the land territory and internal waters, the territorial sea and the area beyond the territorial sea where the Kingdom of Norway, according to Norwegian legislation and in accordance with international law, may exercise her rights with respect to the seabed and subsoil and their natural resources; the term does not comprise Svalbard, Jan Mayen and the Norwegian dependencies (“xxxxxx”);

  • Spain means the Kingdom of Spain.

  • France means the European and overseas departments of the French Republic including the territorial sea, and any area outside the territorial sea within which, in accordance with international law, the French Republic has sovereign rights for the purpose of exploring and exploiting the natural resources of the seabed and its subsoil and the superjacent waters;

  • Switzerland means the Swiss Confederation;

  • Motorway means a road specially designed and built for motor traffic, which does not serve properties bordering on it, and which:

  • LHSIA means the Local Health System Integration Act, 2006, and the regulations made under it, as it and they may be amended from time to time;

  • South Africa means the Republic of South Africa;

  • the United Kingdom means Great Britain and Northern Ireland;

  • Irish Stock Exchange means the Irish Stock Exchange Limited.

  • Luxembourg Guarantor means any Guarantor incorporated under the laws of the Grand Duchy of Luxembourg.

  • Euroclear Sweden means Euroclear Sweden AB, the Swedish central securities depository;

  • the Netherlands means the part of the Kingdom of the Netherlands located in Europe.

  • Sweden means the Kingdom of Sweden and, when used in a geographical sense, includes the national territory, the territorial sea of Sweden as well as other maritime areas over which Sweden in accordance with international law exercises sovereign rights or jurisdiction;

  • Hong Kong means the Hong Kong Special Administrative Region of the People’s Republic of China;

  • EUWA means the European Union (Withdrawal) Act 2018, as amended.

  • International Register means the official collection of data concerning international registrations maintained by the International Bureau, which data the Agreement, the Protocol or the Regulations require or permit to be recorded, irrespective of the medium in which such data are stored;

  • Bermuda means the Islands of Bermuda;

  • Australian Subsidiary means any Subsidiary that is organized under the laws of Australia or any province or territory thereof.

  • London Stock Exchange means London Stock Exchange plc;