Austrian limitations Sample Clauses
The 'Austrian limitations' clause defines specific restrictions or conditions that apply to the agreement in accordance with Austrian law. Typically, this clause clarifies that certain provisions of the contract will be interpreted, limited, or rendered unenforceable to the extent required by mandatory Austrian legal requirements. For example, it may state that liability caps or warranty exclusions are only valid if permitted under Austrian consumer protection statutes. The core function of this clause is to ensure that the contract remains compliant with Austrian legal standards, thereby preventing unenforceable or illegal terms from undermining the agreement.
Austrian limitations. Nothing in this Agreement shall be construed to create any obligation of a Guarantor incorporated in Austria (an “Austrian Guarantor”) to act in violation of mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften), including, without limitation, § 82 et seq. of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung - GmbHG) and § 52 et seq. of the Austrian Act on Joint Stock Companies (Aktiengesetz - AktG) (the "Austrian Capital Maintenance Rules"), and all obligations of an Austrian Guarantor under this Clause 11 (On Demand Guarantee and Indemnity) and under any other provision in a Finance Document shall be limited in accordance with Austrian Capital Maintenance Rules. If and to the extent the payment obligations of an Austrian Guarantor under this Clause 11 and/or under any other provision in a Finance Document would not be permitted under Austrian Capital Maintenance Rules, then such payment obligations shall be limited to the maximum amount permitted to be paid under Austrian Capital Maintenance Rules. According to the Parties' understanding of the Austrian Capital Maintenance Rules as of the date hereof, the amount secured is not less than (i) that Austrian Guarantor's balance sheet profit (including retained earnings) (Bilanzgewinn) as defined in § 224 (3) lit A no. IV of the Austrian Enterprise Code (Unternehmensgesetzbuch - UGB) as calculated by reference to the most recent (audited, if applicable) financial statements of that Austrian Guarantor then available, plus (ii) any other amounts which are freely available or can be converted into amounts freely available for distribution to the shareholder(s) under the GmbHG or AktG (as the case may be) and the UGB (such as, for instance, unrestricted reserves (freie Rücklagen)) at the time or times payment under or pursuant to this Clause 11 is requested from an Austrian Guarantor, plus, (iii) to the extent applicable, the equivalent of the aggregate Loans (plus any accrued interest, commission and fee thereon) borrowed by that Austrian Guarantor in its capacity as Borrower, plus (iv) to the extent applicable, the equivalent of the aggregate Loans (plus any accrued interest, commission and fees thereon) borrowed by any other Obligor under this Agreement and made available to that Austrian Guarantor and/or its Subsidiaries plus (v) the amount of any indebtedness capable of being discharged by way of setting-off that Austrian Guarantor's r...
Austrian limitations. Nothing in this Second Supplemental Indenture shall be construed to create any obligation (Verpflichtung) or liability (Haftung) of a CAME Holding GmbH to act in violation of mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften), including without limitation, Section 82 et seq. of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections 52 and 65 et seq. of the Austrian Stock Corporation Act (Aktiengesetz), (the “Austrian Capital Maintenance Rules”), and all obligations or liabilities of CAME Holding GmbH under this Second Supplemental Indenture shall at all times be limited so that at no time the obligations or liabilities of CAME Holding GmbH hereunder would violate Austrian Capital Maintenance Rules. Should any obligation or liability of CAME Holding GmbH under this Second Supplemental Indenture violate or contradict Austrian Capital Maintenance Rules and therefore be held invalid or unenforceable (in whole or in part), such obligation or liability shall be deemed to be replaced by an obligation or liability of a similar nature which is in compliance with Austrian Capital Maintenance Rules (considering all guarantees and security provided by CAME Holding GmbH to secure the Issuer’s obligations under the Indenture and the Notes), does not expose any officer to personal or criminal liability and which provides the best possible indemnity and contribution in favour of the Trustee and each Holder of a Note. Should it be held that any obligation or liability of CAME Holding GmbH under this Second Supplemental Indenture contradicts Austrian Capital Maintenance Rules, the obligations and liabilities of CAME HOLDING GmbH under this Second Supplemental Indenture shall be reduced to a maximum amount which is permitted pursuant to Austrian Capital Maintenance Rules (considering all guarantees and security provided by CAME Holding GmbH to secure the Issuer’s obligations under the Indenture and the Notes). The parties acknowledge this may have the effect of reducing the obligations and liabilities of CAME Holding GmbH to zero.