Dutch Borrowers Clause Samples
Dutch Borrowers. At all times following the date falling 30 days after the date of this Agreement the Company shall procure that no Borrower, other than the Company, shall utilise the Revolving Facility or the Standby L/C Facility at any time if, at such time, the aggregate Deutschmark Amount of Advances drawn down by Gazelle is less than the Deutschmark equivalent of 75 per cent of the sum of the book value of the gross assets of Gazelle at such time determined in accordance with Applicable Accounting Principles and for this purpose:
(a) If Gazelle has Subsidiaries, the calculation shall be made by using the gross assets of it and its Subsidiaries; and
(b) the calculation of gross assets shall be made by reference to the latest Financial Accounts of Gazelle or, as the case may be a consolidation of the Financial Accounts of it and its Subsidiaries used for the purpose of the then latest unaudited quarterly or audited annual consolidated Financial Accounts of the Group delivered to the Facility Agent under Clause 19.1.
Dutch Borrowers. (a) Each Dutch Borrower complies with the Dutch Banking Act and, to the extent applicable, any regulations promulgated thereunder.
(b) Each Dutch Borrower has verified that each Original Lender qualifies as a Professional Market Party and that it will have verified that each New Lender qualifies as a Professional Market Party.
(c) Each Dutch Borrower has given any works council (ondernemingsraad) that under the Works Council Act (Wet op de ondernemingsraden) has the right to give advice in relation to the entry into and performance of this Agreement, the opportunity to give such advice and has obtained positive advice from such works council.
Dutch Borrowers. Each Dutch Borrower shall ensure that it complies with the Dutch Banking Act and, to the extent applicable, any regulations promulgated thereunder.
Dutch Borrowers the Initial Dutch Borrower and (b) each other Dutch Subsidiary that, after the date hereof, has executed a supplement or joinder to this Agreement in accordance with Section 10.1.13 and has satisfied the other requirements set forth in Section 10.1.13 in order to become a Dutch Borrower.
Dutch Borrowers. TRONOX HOLDINGS COÖPERATIEF U.A. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Managing Director A By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Director B TRONOX WORLDWIDE PTY LIMITED, acting as Managing Partner of TRONOX HOLDINGS EUROPE C.V. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Director TRONOX PIGMENTS (NETHERLANDS) B.V. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Managing Director TRONOX PIGMENTS (HOLLAND) B.V. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Managing Director GUARANTORS: TRONOX INTERNATIONAL FINANCE LLP By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Director TRONOX PIGMENTS LTD By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Director
Dutch Borrowers. Each Dutch Borrower is in compliance with the Dutch WCA, except as could not reasonably be expected to have a Material Adverse Effect.
Dutch Borrowers. Each Dutch Borrower has given any works council (ondernemingsraad) that under the Works Council Act (Wet op de ondernemingsraden) has the right to give advice in relation to the entry into and performance of this Agreement, the opportunity to give such advice and has obtained unconditional positive advice from such works council.
Dutch Borrowers. The Company may, at any time, add as a party to this Agreement each of Applied Power Europa B.V. and Enerpac B.V., each a Dutch Subsidiary, as a “Foreign Subsidiary Borrower” hereunder by (a) the execution and delivery to the Agent of a duly completed Assumption Letter by such Subsidiary, with the written consent of each other Borrower, (b) the execution and delivery to the Agent of such documents, instruments, opinions and certificates as shall be required in order to permit the Borrowers to be in compliance with Section 16.2 in connection with the joinder of such Foreign Subsidiary Borrower hereto, (c) in the case of the addition of Enerpac B.V., a deed of amendment to the articles of association of Enerpac B.V., inter alia, to allow for the transfer of voting rights of shares in Enerpac B.V. to a pledgee, (d) the execution and delivery to the Agent of such documents, notices, instruments, opinions, positive works council advices (including the works council of Power-Packer Europa B.V. and of Enerpac B.V.), documents of title and certificates as shall be required in order to permit the Borrowers to be in compliance with Section 6.21(d) after giving effect to the joinder of such Foreign Subsidiary Borrower hereto and (e) the Company or such proposed Foreign Subsidiary Borrower shall have satisfied such matters of applicable law (including tax matters) where such Subsidiary is organized as the Agent or its counsel may reasonably request. This Agreement may be amended pursuant to an amendment or an amendment and restatement (a “Dutch Borrower Amendment”) executed by the Company, the applicable Dutch Borrower and the Agent, without the consent of any other Lenders, in order to effect such amendments to this Agreement as may be necessary or appropriate, in the reasonable opinion of the Agent and its counsel, to effect this Section 2.24 as it relates to any Dutch Borrower. Upon such execution, delivery and consent, such Subsidiary shall for all purposes be a party hereto as a Foreign Subsidiary Borrower as fully as if it had executed and delivered this Agreement. Without limiting any of the foregoing, the initial Loans made to any such Dutch Borrower shall be subject to Sections 4.2 and 4.3 hereof.