Limitations Applicable to French Guarantors Sample Clauses

Limitations Applicable to French Guarantors. Each Guarantor incorporated, organized or formed, as the case may be, in France (a “French Guarantor”), and by its acceptance hereof, each Holder and the Trustee, hereby confirm that the obligation and liability of such French Guarantor (a) will not include any obligation or liability which if incurred would constitute the provision of financial assistance within the meaning of Article L. 225-216 of the French Commercial Code and/or would constitute a “misuse of corporate assets or powers” within the meaning of Article L. 241-3 or L. 242-6 of the French Commercial Code (articles are applicable to societés par actions simplifiées pursuant to Article L. 244-1 of the French Commercial Code); and (b) shall be limited to the extent required by applicable law to the maximum amount any such French Guarantor can pay without exceeding its financial capacity or otherwise resulting in insolvency of such French Guarantor, as of the date the note guarantee is subscribed or, if later further amended, restated or reaffirmed, as of such later date, and that the Guarantee given by any of Société de Participations Carnaudmetalbox, Crown Bevcan France SAS, Crown Emballage France SAS and Crown Développment and each other Subsidiary Guarantor incorporated, organized or formed, as the case may be, in France (each, a “French Subsidiary Guarantor”) will in addition be limited to the equivalent in Euros of the portion of the proceeds of the notes used directly or indirectly to repay or refinance obligations of or obligations guaranteed (to the extent permitted under French law) by, such French Subsidiary Guarantor, or to fund or refinance (directly or indirectly) advances or loans to such French Subsidiary Guarantor.
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Limitations Applicable to French Guarantors. Each Guarantor incorporated, organized or formed, as the case may be, in France (a "French ------ Guarantor"), and by its acceptance hereof, each Holder and the Trustee, --------- hereby confirm that the liability of such French Guarantor shall be limited to the extent required by applicable law to the amount any such French Guarantor can pay without exceeding its financial capacity or otherwise resulting in insolvency of such French Guarantor.
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Limitations Applicable to French Guarantors. Notwithstanding anything to the contrary in this Agreement, (i) the representations and warranties made in Section 1 hereof and the covenants made in Section 5 hereof by any Guarantor organized under the laws of France (a “French Guarantor”) shall be strictly limited to matters related to such French Guarantor, (ii) any expenses or indemnities to be paid by any French Guarantor under Section 7 or 9 hereof shall be limited to the expenses or indemnities incidental to the performance of its obligations, its representations and warranties, (iii) any certificates to be given by any French guarantor under Section 8 hereof shall be strictly limited to matters related to it and (iv) any obligations or liabilities incurred or assumed under this Agreement by any of the French Guarantors shall not include any obligations or liabilities which if incurred would constitute financial assistance within the meaning of Article L.225-216 of the French Code de commerce or/and would constitute a misuse of corporate assets within the meaning of Article L.241-3, L.242-6 or L.244-1 of the French Code de commerce or any other law or regulations having the same effect.
Sample 1
Limitations Applicable to French Guarantors. Each Guarantor incorporated, organized or formed, as the case may be, in France (a “French Guarantor”), and by its acceptance hereof, each Holder and the Trustee, hereby confirm that the obligation and liability of such French Guarantor (a) will not include any obligation or liability which if incurred would constitute the provision of financial assistance within the meaning of Article L. 225-216 of the French Commercial Code and/or would constitute a “misuse of corporate assets or powers” within the meaning of Article L. 241-3 or L. 242-6 of the French Commercial Code; and (b) shall be limited to the extent required by applicable law to the amount any such French Guarantor can pay without exceeding its financial capacity or otherwise resulting in insolvency of such French Guarantor, as of the date the note guarantee is subscribed or, if later further amended, restated or reaffirmed, as of such later date, and that the Guarantee given by any of Société de Participations CarnaudMetalbox, Crown Bevcan France SAS, Crown Emballage France SAS and Crown Développment (each, a “French Subsidiary Guarantor”) will in addition be limited to the equivalent in Euros of the portion of the proceeds of the notes used directly or indirectly to repay or refinance obligations of or obligations guaranteed (to the extent permitted under French law) by, such French Subsidiary Guarantor, or to fund or refinance (directly or indirectly) advances or loans to such French Subsidiary Guarantor.
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Limitations Applicable to French Guarantors. 63 4.10 Limitations Applicable to Spanish Guarantors. ................................................................ 64 4.11 Limitations Applicable to Italian Guarantors.................................................................... 64 CHAR1\1707916v5
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Limitations Applicable to French Guarantors. (a) In the case of each French Guarantor, its obligations under this Article IV shall apply only insofar as required to: (i) guarantee the payment obligations under the Loan Documents of its direct or indirect Subsidiaries which are or become Loan Parties from time to time under this Agreement and incurred by those Subsidiaries as a Borrower (if such Subsidiary is not a French Loan Party) or as a Borrower and/or Guarantor (if such Subsidiary is a French Loan Party); and (ii) guarantee the payment obligations of the other Loan Parties which are not direct or indirect Subsidiaries of such French Guarantor; provided, that, in each such case such guarantee shall (A) be limited to the payment obligations of such other Loan Parties under the Loan Documents and (B) not exceed an amount equal to the aggregate amount borrowed by such other Loan Parties under this Agreement (either directly in their capacity as a Borrower or indirectly by way of one or more intra-group loans made to such other Loan Parties directly or indirectly by the Borrower), and (without double counting) on-lent to such French Guarantor by way of one or more intra-group loans directly or indirectly from such other Loan Parties and outstanding from time to time (such amount being the “Maximum French Guaranteed Amount”). (b) Any payment made by a French Guarantor in accordance with clause (a)(ii) above in respect of the obligations of any other Loan Party shall reduce pro tanto the outstanding amount of the intra-group loans due by such French Guarantor to such other Loan Party under the intra-group loans referred to therein. (c) For the avoidance of doubt, any payment made by a French Guarantor in respect of the payment obligations of another Loan Party referred to in clause (a)(ii) above shall reduce the relevant Maximum French Guaranteed Amount. 63 CHAR1\1707916v5
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Limitations Applicable to French Guarantors. Each Guarantor incorporated, organized or formed, as the case may be, in France (a “French Guarantor”), and by its acceptance hereof, each Holder and the Trustee, hereby confirm that the liability of such French Guarantor shall be limited to the extent required by applicable law to the amount any such French Guarantor can pay without exceeding its financial capacity or otherwise resulting in insolvency of such French Guarantor, as of the date the note guarantee is subscribed or, if later further amended, restated or reaffirmed, as of such later date, and that the Guarantee given by any of Société de Participations CarnaudMetalbox, Crown Bevcan France SAS and Crown Emballage France SAS (each, a “French Subsidiary Guarantor”) will in addition be limited to the equivalent in Euros of the portion of the proceeds of the notes used directly or indirectly to repay or refinance obligations of or obligations guaranteed (to the extent permitted under French law) by, such French Subsidiary Guarantor, or to fund or refinance (directly or indirectly) advances or loans to such French Subsidiary Guarantor.
Sample 1
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Related to Limitations Applicable to French Guarantors

  • General Provisions Applicable to Loans and Letters of Credit 4.1. Interest Rates and Payment Dates

  • General Provisions Applicable to Loans 49 5.1 Fees............................................................. 49 5.2 Interest Rates and Payment Dates................................. 50 5.3

  • Limitations Applicable to Section 16 Persons Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

  • Requirements Applicable to All Dispositions and Admissions Any Disposition of Membership Interests and any admission of an Assignee as a Member shall also be subject to the following requirements, and such Disposition (and admission, if applicable) shall not be effective unless such requirements are complied with:

  • Survival of Agreements, Representations and Indemnities The respective indemnities of the Company, the Bank and the Agent and the representations and warranties and other statements of the Company, the Bank and the Agent set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agent, the Company, the Bank or any controlling person referred to in Section 8 hereof, and shall survive the issuance of the Shares, and any successor or assign of the Agent, the Company, the Bank, and any such controlling person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

  • Provisions Applicable to All Transfers and Exchanges (i) Subject to this Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time and the Registrar will record each such transfer or exchange in the Register.

  • FUNDS AS PARTIES; LIMITATION ON FUND LIABILITIES (a) The Custodian acknowledges and agrees that the obligations assumed by each of the Funds hereunder shall be limited in all cases to the assets of the Fund and that the Custodian may not seek satisfaction of any such obligation from the officers, agents, employees, trustees, directors or shareholders of the Fund. With respect to each Fund organized as a Massachusetts business trust or other business trust (or Portfolio thereof) where the trustees, officers, employees or shareholders of such business trust (or Portfolio thereof) may be held personally liable for its obligations, the Custodian acknowledges and agrees that, to the extent such trustees or officers are regarded as entering into this Agreement, they do so only as trustees or officers and not individually and that the obligations of this Agreement are not binding upon any such trustee, officer, employee or shareholder individually, but are binding only upon the assets and property of said Fund (or Portfolio thereof). The Custodian hereby agrees that such trustees, officers, employees or shareholders shall not be personally liable under this Agreement and that the Custodian shall look solely to the property of the Fund (or Portfolio thereof) for the performance of the Agreement or payment of any claim under the Agreement.

  • Limitation on Liabilities IF EITHER THE EXECUTIVE OR THE COMPANY IS AWARDED ANY DAMAGES AS COMPENSATION FOR ANY BREACH OR ACTION RELATED TO THIS AGREEMENT, A BREACH OF ANY COVENANT CONTAINED IN THIS AGREEMENT (WHETHER EXPRESS OR IMPLIED BY EITHER LAW OR FACT), OR ANY OTHER CAUSE OF ACTION BASED IN WHOLE OR IN PART ON ANY BREACH OF ANY PROVISION OF THIS AGREEMENT, SUCH DAMAGES SHALL BE LIMITED TO CONTRACTUAL DAMAGES AND SHALL EXCLUDE (I) PUNITIVE DAMAGES, AND (II) CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES (E.G., LOST PROFITS AND OTHER INDIRECT OR SPECULATIVE DAMAGES). THE MAXIMUM AMOUNT OF DAMAGES THAT THE EXECUTIVE MAY RECOVER FOR ANY REASON SHALL BE THE AMOUNT EQUAL TO ALL AMOUNTS OWED (BUT NOT YET PAID) TO THE EXECUTIVE PURSUANT TO THIS AGREEMENT THROUGH ITS NATURAL TERM OR THROUGH ANY SEVERANCE PERIOD, PLUS INTEREST ON ANY DELAYED PAYMENT AT THE MAXIMUM RATE PER ANNUM ALLOWABLE BY APPLICABLE LAW FROM AND AFTER THE DATE(S) THAT SUCH PAYMENTS WERE DUE.

  • Special Provisions Applicable to LIBOR Rate (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Administrative Borrower and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Administrative Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Administrative Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under clause (b)(ii) above).

  • Reporting Requirements of the Commission and Indemnification Notwithstanding any other provision of this Agreement, the Servicer acknowledges and agrees that the purpose of Sections 4.02(c) and (d), 5.02, 5.03, 5.04, 6.01(j), 6.03 and 7.04 of this Agreement is to facilitate compliance by the Trustee, the Securities Administrator, the Master Servicer and the Depositor with the provisions of Regulation AB. Therefore, the Servicer agrees that (a) the obligations of the Servicer hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) such obligations may change over time due to interpretive advice or guidance of the Commission, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the Servicer shall agree to enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor, the Master Servicer and their respective counsel, to comply with such interpretive advice or guidance, convention, consensus, advice of counsel, or otherwise, (d) the Servicer shall otherwise comply with requests made by the Trustee, the Securities Administrator, the Master Servicer or the Depositor for delivery of additional or different information as such parties may determine in good faith is necessary to comply with the provisions of Regulation AB and (e) the Servicer shall (i) agree to such modifications and enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor, the Master Servicer and their respective counsel, to comply with any such clarification, interpretive guidance, convention or consensus and (ii) promptly upon request provide to the Depositor for inclusion in any periodic report required to be filed under the Exchange Act, such items of information regarding this Agreement and matters related to the Servicer, (collectively, the “Servicer Information”), provided that such information shall be required to be provided by the Servicer only to the extent that such shall be determined by the Depositor in its sole discretion and its counsel to be necessary or advisable to comply with any Commission and industry guidance and convention. For purposes of clarification, any modifications or amendments of the obligations of the Servicer under this agreement made pursuant to this Section 6.05 shall be made in writing and upon mutual agreement with the Servicer (provided that such agreement will not unreasonably withheld) and in accordance with Section 9.12 of this Agreement. The Servicer hereby agrees to indemnify and hold harmless the Depositor, the Master Servicer, their respective officers and directors and each person, if any, who controls the Depositor or Master Servicer within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Act”), or Section 20 of the Exchange Act, from and against any and all losses, claims, expenses, damages or liabilities to which the Depositor, the Master Servicer, their respective officers or directors and any such controlling person may become subject under the Act or otherwise, as and when such losses, claims, expenses, damages or liabilities are incurred, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Servicer Information or arise out of, or are based upon, the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Depositor, the Master Servicer, their respective officers and directors and any such controlling person for any legal or other expenses reasonably incurred by it or any of them in connection with investigating or defending any such loss, claim, expense, damage, liability or action, as and when incurred; provided, however, that the Servicer shall be liable only insofar as such untrue statement or alleged untrue statement or omission or alleged omission relates solely to the information in the Servicer Information furnished to the Depositor or Master Servicer by or on behalf of the Servicer specifically in connection with this Agreement.

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