COMI Regulation Clause Samples
The COMI Regulation clause defines the rules for determining the 'centre of main interests' (COMI) of a company or entity, which is crucial in cross-border insolvency proceedings. In practice, this clause sets out criteria or references to applicable laws (such as the EU Insolvency Regulation) to establish where a company’s main business activities are managed and where insolvency proceedings should be initiated. By clarifying the location of a company’s COMI, this clause helps prevent jurisdictional disputes and ensures that insolvency cases are handled in the most appropriate legal forum.
COMI Regulation. Except as set forth in the Guaranty entered into by the relevant Loan Party, for the purposes of the Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (the “COMI Regulation”), each Loan Party incorporated or organized under the laws of a country that is a member of the European Union has its (after giving effect to the transactions) center of main interest (as that term is used in Article 3(1) of the COMI Regulation) situated in its jurisdiction of incorporation and it has no “establishment” (as such term is used in Article 2 (10) of the COMI Regulation) in any other jurisdiction.
COMI Regulation. With respect to each Loan Party subject to the COMI Regulation or Equivalent COMI Regulation, without the consent of the Administrative Agent, not knowingly and deliberately change its “center of main interest” (as that term is used in Article 3(1) of the COMI Regulation or as that term or analogous term is used in any Equivalent COMI Regulation) from its jurisdiction of incorporation or cause it to have an “establishment” (as that term is used in Article 2 (10) of the COMI Regulation or as that term or analogous term is used in any Equivalent COMI Regulation) in any jurisdiction other than its jurisdiction of incorporation unless any proposed change of center of main interest to any other jurisdiction would not be materially adverse to the rights and remedies of the Administrative Agent, the Security Agent and the Lenders in respect of the Loan Documents (including in relation to the Liens on the Collateral granted by any such Loan Party or over the shares of such Loan Party).
COMI Regulation. With respect to each Loan Party incorporated or organized under the laws of a country that is a member of the European Union and subject to the COMI Regulation, without the consent of the Administrative Agent, not knowingly and deliberately change its “center of main interest” (as that term is used in Article 3(1) of the COMI Regulation) from its jurisdiction of incorporation unless any proposed change of center of main interest to any other jurisdiction would not be materially adverse to the rights and remedies of the Administrative Agent and the Lenders in respect of the Loan Documents (including in relation to the Liens on the Collateral granted by any such Loan Party or over the shares of such Loan Party).
COMI Regulation. To the extent that a Loan Party is incorporated in the European Union or the United Kingdom, for the purposes of the Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (the “COMI Regulation”) or any equivalent legislation or regulation in the United Kingdom (“Equivalent COMI Regulation”), its (after giving effect to the Transactions) center of main interest (as that term is used in Article 3(1) of the COMI Regulation or as that term or analogous term is used in any Equivalent COMI Regulation) is situated in its jurisdiction of incorporation and it has no “establishment” (as such term is used in Article 2 (10) of the COMI Regulation or as that term or analogous term is used in any Equivalent COMI Regulation) in any other jurisdiction, in each case, other than as permitted pursuant to Section 6.19.
COMI Regulation. With respect to each Loan Party subject to the COMI Regulation, not change its “center of main interest” (as that term is used in Article 3(1) of the COMI Regulation) from its jurisdiction of incorporation or cause it to have an “establishment” (as that term is used in Article 2 (10) of the COMI Regulation) in any jurisdiction other than its jurisdiction of incorporation unless any proposed change of center of main interest to any other jurisdiction (i) is being made primarily for tax purposes and (ii) would not be materially adverse to the interests of the Administrative Agent or the Lenders in respect of the Loan Documents (including in relation to the Liens on the Collateral granted by any such Loan Party or over the shares of such Loan Party).
COMI Regulation. For the purposes of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (the “COMI Regulation”), each Loan Party incorporated or organized under the laws of a country that is a member of the European Union has its (after giving effect to the Transactions) center of main interest (as that term is used in Article 3(1) of the COMI Regulation) situated in its jurisdiction of incorporation and it has no “establishment” (as such term is used in Article 2 (10) of the COMI Regulation) in any other jurisdiction.
COMI Regulation. To the extent that a Loan Party is incorporated in the European Union or the United Kingdom, for the purposes of the Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (the “COMI Regulation”) or any equivalent legislation or regulation in the United Kingdom (“Equivalent COMI Regulation”), its (after giving effect to the Transactions) center of main interest (as that term is used in Article 3(1) of the COMI Regulation or as that term or analogous term is used in any Equivalent COMI Regulation) is situated in its jurisdiction of incorporation and it has no “establishment” (as such term is used in Article 2 (10) of the COMI Regulation or as that term or analogous term is used in any Equivalent COMI Regulation) in any other jurisdiction, in each case, other than as permitted pursuant to Section 6.19. IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256