Management Notification/Auditor’s Determination Sample Clauses
Management Notification/Auditor’s Determination. The limitation pursuant to this Section 9.24 shall apply, if following a notice by the Administrative Agent that it intends to enforce any payment claims, any security, any guarantee and/or any joint and several liability (including, without limitation, the guarantee and the joint and several liability pursuant to Article XIII of this Agreement) under this Agreement or the other Loan Documents, the respective German Loan Party notifies the Administrative Agent (“Management Notification”) within ten (10) days upon receipt of the relevant notice that a Capital Impairment would occur (setting out in reasonable detail to what extent a Capital Impairment would occur and providing prima facie evidence that a realization or other measures undertaken in accordance with the mitigation provisions set out above would not prevent such Capital Impairment); if the Management Notification is contested by the Administrative Agent, the Administrative Agent shall nevertheless be entitled to enforce any payment claims, any security, any guarantee and/or any joint and several liability (including, without limitation, the guarantee and joint and the several liability pursuant to Article XIII of this Agreement) under this Agreement or the other Loan Documents up to such amount, which is, based on the Management Notification, undisputed between itself and the respective German Loan Party. In relation to the amount which is in dispute, the respective German Loan Party undertakes (at its own cost and expense) to arrange for the preparation of a balance sheet by its auditors in order to have such auditors determine whether (and if so, to what extent) any enforcement of payment claims, any security, any guarantee and/or any joint and several liability (including, with-out limitation, the guarantee and joint and the several liability pursuant to Article XIII of this Agreement) under this Agreement or the other Loan Documents would cause a Capital Impairment (the “Auditor’s Determination”). The Auditor’s Determination shall be prepared, taking into account the adjustments set out above in relation to the calculation of a Capital Impairment, by applying the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) based on the same principles and evaluation methods as consistently applied by the respective German Loan Party in the preparation of its financial statements, in particular in the preparation of its most recent ...
Management Notification/Auditor’s Determination. (i) The limitation pursuant to this Section 2.20 shall apply, subject to the following requirements, if following a notice by the Administrative Agent that it intends to enforce any liability by a German Obligor for Obligations of any other Foreign Subsidiaries, the respective German Obligor notifies the Administrative Agent (“Management Notification”) within ten (10) days after receipt of the relevant notice that a Capital Impairment would occur (setting out in reasonable detail to what extent a Capital Impairment would occur and providing prima facie evidence that a realization or other measures undertaken in accordance with the mitigation provisions set out above would not prevent such Capital Impairment).
(ii) If the Management Notification is contested by the Administrative Agent, the Administrative Agent shall nevertheless be entitled to enforce the liability by the respective German Obligor for Obligations of any other Foreign Subsidiaries up to such amount, which is, based on the Management Notification, undisputed between itself and the respective German Obligor. In relation to the amount which is in dispute, the respective German Obligor undertakes (at its own cost and expense) to arrange for the preparation of a balance sheet by its auditors in order to have such auditors determine whether (and if so, to what extent) any payment under this Agreement would cause a Capital Impairment (the “Auditor’s Determination”). The Auditor’s Determination shall be prepared, taking into account the adjustments set out above in relation to the calculation of a Capital Impairment, by applying the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) based on the same principles and evaluation methods as consistently applied by such German Obligor in the preparation of its financial statements, in particular in the preparation of its most recent annual balance sheet, and taking into consideration applicable court rulings of German courts. The respective German Obligor shall provide the Auditor’s Determination to the Administrative Agent within thirty (30) days from the date on which the Administrative Agent contested the Management Notification in writing. The Auditor’s Determination shall be binding on the respective German Obligor and the Administrative Agent.
(iii) If, and to the extent that, any liability by a German Obligor for Obligations of any other Foreign Subsidiaries has been enforced ...