Luxembourg Guarantee Limitation. Notwithstanding any provision to the contrary in this Agreement, the liability of any Guarantor incorporated under the laws of Luxembourg (a “Luxembourg Guarantor”) under this Section 15 for the obligations of any Guarantor in which the relevant Guarantor has no direct or indirect equity interest, shall be limited at any time to a maximum amount not exceeding ninety-five per cent. (95%) of the sum of such Guarantor's "capitaux propres" (as referred to in Annex I to the Grand-Ducal Regulation dated 18 December 2015 setting out the form and content of the presentation of the balance sheet and profit and loss account, enforcing the Law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of undertakings, as amended) (the “Own Funds”) and such Guarantor's debt which is subordinated in right of payment (whether generally or specifically) to any claim of any Credit Party under any of the Credit Documents (the “Lux Subordinated Debt”), as determined on the basis of the then latest available annual accounts of such Guarantor duly established in accordance with applicable accounting rules, as at the date on which the guarantee under this Section 15 is called. Where, for the purpose of the above determinations, (i) no duly established annual accounts are available for the relevant reference period (which will include a situation where, in respect of the determinations to be made above, no final annual accounts have been established in due time in respect of the then most recently ended financial year) or (ii) the relevant annual accounts do not adequately reflect the status of the Lux Subordinated Debt or Own Funds as envisaged above, an independent auditor (réviseur d’enterprises agréé) of the Luxembourg Guarantor or, if no such auditor has been appointed, an independent reputable investment bank (acting in good faith) shall make the determination of the relevant Own Funds and Lux Subordinated Debt amounts based on such available elements and facts as deemed relevant by it at such time. The above limitation shall not apply to:
Luxembourg Guarantee Limitation. Notwithstanding anything to the contrary contained in this Indenture, with respect to any Guarantor established and organized under the laws of Luxembourg (together the “Lux Guarantors”, and each a “Lux Guarantor”), the aggregate obligations and exposure of the relevant Lux Guarantor, in respect of the obligations of the Issuers or any other Guarantor which is not a direct or indirect subsidiary of the relevant Lux Guarantor, under this Indenture and the Credit Agreement, shall be limited at any time to an aggregate amount not exceeding 90% of the greater of (without double counting):
Luxembourg Guarantee Limitation. Notwithstanding any provision to the contrary in this Agreement or any other Loan Documents, the payment obligation of any Guarantor under this section 2 (Guarantee) for the obligations of any Loan Party, which is not a direct or indirect subsidiary of that Guarantor shall be limited at any time, with no double counting, to an aggregate amount not exceeding the higher of:
Luxembourg Guarantee Limitation. The guarantee granted by any Guarantor which is incorporated and established in the Grand-Duchy of Luxembourg (a “Luxembourg Guarantor”) under this this Article IX shall be limited at any time to an aggregate amount not exceeding the higher of: 99% of such Luxembourg Guarantor's capitaux propres (as referred to in article 34 of the Luxembourg law dated 19 December 2002 on the commercial register and annual accounts, as amended (the “2002 Law”), and as implemented by the Grand-Ducal regulation dated 18 December 2015 setting out the form and the content of the presentation of the balance sheet and profit and loss account (the “Regulation”)) determined as at the date on which a demand is made under the guarantee, increased by the amount of any Intra-Group Liabilities; and 99% of such Luxembourg Guarantor's capitaux propres (as referred to in article 34 of the 2002 Law) determined as at the date of this Agreement, increased by the amount of any Intra-Group Liabilities. The amount of the capitaux propres under this this Article IX shall be determined by the Trustee acting in its sole commercially reasonable discretion and shall be adjusted (by derogation to the rules contained in the 2002 Law and the Regulation) to take into account the fair value rather than book value of the assets of such Luxembourg Guarantor.
Luxembourg Guarantee Limitation. (a) Notwithstanding any provision to the contrary in this Indenture, any First Lien Financing Document and/or any other Second Lien Financing Document (each as defined in the First Priority/Second Priority Intercreditor Agreement), any agreement governing any other Indebtedness and/or any agreement governing the Opioid Settlement (to be entered into from time to time), the maximum liability of any Guarantor which is incorporated or established in Luxembourg (the “Luxembourg Guarantor”) under the Guarantee together with any similar personal guarantee or indemnity obligation of that Luxembourg Guarantor under or in connection with any First Lien Financing Document and/or any Second Lien Financing Document, any agreement governing any other Indebtedness and/or any agreement governing the Opioid Settlement (to be entered into from time to time) for the obligations of any Guarantor which is not a direct or indirect subsidiary of the Luxembourg Guarantor shall be limited to an amount not exceeding the greater of (without double counting):
Luxembourg Guarantee Limitation. (a) Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Documents, the aggregate obligations and exposure of a Luxembourg Guarantor in respect of the obligations of an affiliated entity which is not a direct or indirect subsidiary of such Luxembourg Guarantor shall be limited at any time to an aggregate amount not exceeding 90% of the greater of:
Luxembourg Guarantee Limitation. Notwithstanding the foregoing and any other provision of this Indenture or any related document to the contrary, the maximum liability and exposure of any Luxembourg Guarantor in respect of Senior Indebtedness of any company or entity which is not a direct or indirect Subsidiary of that Luxembourg Guarantor shall be limited at any time, to an aggregate amount not exceeding ninety-five per cent (95%) of such Luxembourg Guarantor’s own funds “capitaux propres”, as determined by Annex 1 of the Grand-Ducal Regulation of 18 December 2015 in relation to, inter alia, article 34 of the Luxembourg law of 19 December 2002 on the Register of Commerce and Companies, on accounting and on annual accounts of the companies (the “Net Assets”), as reflected in the Luxembourg Guarantor’s last annual accounts available as at the date of any guarantee provided in respect of the Senior Indebtedness is called. Without prejudice to the foregoing, the payment obligations under the Senior Indebtedness of any Luxembourg Guarantor for any company or entity (each a “Guaranteed Entity”) which is a Subsidiary of that Luxembourg Guarantor shall be limited, at any time, to an amount corresponding to the percentage of ownership in the Guaranteed Entity multiplied by the amount of Senior Indebtedness owed by such Guaranteed Entity. For the purpose of the above guarantee limitation in this Section 10.10, the term “Subsidiary” means any entity in which the relevant Luxembourg Guarantor owns directly or indirectly shares or partnership interests to which voting rights are attached. It is further expressly accepted and confirmed that, notwithstanding the foregoing or anything to the contrary in this Indenture or any related documents, each of the Luxembourg Guarantors shall not grant any guarantee or security other than in respect of the liabilities owed by any holding company, subsidiary, or fellow subsidiary, or any other company which belong to their group of companies.
Luxembourg Guarantee Limitation. Notwithstanding any provision to the contrary in this Agreement, the liability of any Guarantor incorporated under the laws of Luxembourg (a “Luxembourg Guarantor”) under this Section 15 for the obligations of any Guarantor in which the relevant Guarantor has no direct or indirect equity interest, shall be limited at any time to a maximum amount not exceeding ninety-five per cent. (95%) of the sum of such Guarantor's "capitaux propres" (as referred to in Annex I to the Grand-Ducal Regulation dated 18 December 2015 setting out the form and content of the presentation of the balance sheet and profit and loss account, enforcing the Law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of undertakings, as amended) (the “Own Funds”) and such Guarantor's debt which is subordinated in right of payment (whether generally or specifically) to any claim of any Credit Party under any of the Credit Documents (the “Lux Subordinated Debt”), as determined on the basis of the then latest available annual accounts of such Guarantor duly established in accordance with applicable accounting rules, as at the date on which the guarantee under this Section 15 is called. Where, for the purpose of the above determinations, (i) no duly established annual accounts are available for the relevant reference period (which will include a situation where, in respect of the determinations to be made above, no final annual accounts have been established in due time in respect of the then most recently ended financial year) or
Luxembourg Guarantee Limitation. (a) Notwithstanding any provision to the contrary in this Indenture, any other Secured Credit Document and/or any agreement governing any other Indebtedness, the maximum liability of any Guarantor which is incorporated or established in Luxembourg (the “Luxembourg Guarantor”) under the Guarantee together with any similar personal guarantee or indemnity obligation of that Luxembourg Guarantor under or in connection with any Secured Credit Document and/or any agreement governing any other Indebtedness (to be entered into from time to time) for the obligations of any Guarantor which is not a direct or indirect subsidiary of the Luxembourg Guarantor shall be limited to an amount not exceeding the greater of (without double counting):
Luxembourg Guarantee Limitation. (a) Notwithstanding any other provision of this Agreement to the contrary, the payment obligations of BioAmber Luxembourg as well as any Subsidiary Guarantor incorporated in the Luxembourg (the “Luxembourg Guarantor”) for the obligations of any Subsidiary Guarantor which is not a subsidiary of that Luxembourg Guarantor shall be limited at any time, with no double counting, to an aggregate amount not exceeding ninety-five (95) per cent. of the greater of:
