Overriding Principle Clause Samples
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Overriding Principle. (a) Subject to paragraph (b) below, the parties agree that the overriding intention is for security in respect of the Note Documents only to be granted over (subject, in each case, to any timeframes set out in the Note Documents for granting such security), (i) substantially all assets of each Foreign Subsidiary Guarantor (subject to customary exclusions and the terms of these Agreed Security Principles) in any jurisdiction where all-asset/floating security is available; provided that a floating charge (or similar security) shall not be required to be granted or continue to subsist where to do so would be expected to have an adverse effect on the ability of the grantor to conduct its operations and business (as determined in good faith by such grantor and the Collateral Agent (acting at the direction of Holders of the requisite principal amount of the Notes)) and, subject to the Collateral Agent’s determination that such matters will not adversely affect it (in consultation with local counsel and at the expense of the Issuer as set forth in the Indenture) the Collateral Agent shall be required (and shall be pre-authorized) to issue a non-crystallization certificate (or similar certificate) solely at the request of the applicable grantor in an Officer’s Certificate (a) that such non-crystallization certificate (or similar certificate) is authorized or permitted by the Indenture (including, for purposes of clarity, this schedule), and (b) certifying that no event of default has occurred and is continuing and (ii) in any jurisdiction where all-asset/floating security is not available, (A) Material Real Property, (B) Material IP, (C) material bank accounts, (D) Equity Interests in Subsidiaries, (E) trade receivables, (F) inventory (unless such grant would be expected to have an adverse effect on the ability of the grantor to conduct its operations and business (as determined in good faith by such grantor and the Collateral Agent (acting at the direction of Holders of the requisite principal amount of the Notes)) and (F) material intra-group receivables (“Material Intercompany Receivables”).
(b) Without prejudice to paragraph (a) above, no guarantees shall be required to be granted by and no security shall be required to be granted by (or over shares, ownership interests or investments in) any Person other than the Issuer and Subsidiaries thereof.
Overriding Principle. (a) The parties agree that the overriding intention is for security in respect of the Foreign Guarantors only to be granted over:
(i) its material bank accounts (without control over use);
(ii) its tangible movable property;
(iii) its real property;
(iv) structural intra-group receivables owed by such Foreign Guarantor to its direct holding companies provided that such direct holding company is also a Loan Party;
(v) intellectual property owned by such Foreign Guarantor;
(vi) its insurance policies;
(vii) trade receivables owed to such Foreign Guarantor;
(viii) the shares owned in such Foreign Guarantor by its direct holding company provided that such direct holding company is also a Loan Party and shares owned by such Foreign Guarantor in its direct subsidiaries;
(ix) its goodwill and uncalled capital; and
(x) all or substantially all of its assets by way of a qualifying floating charge (or equivalent) from any Foreign Guarantor with a practical equivalent of an English law floating charge except for any Excluded Assets (as defined in the Guarantee and Collateral Agreement) to the extent customarily excluded from the floating charge in the applicable jurisdiction; (this clause (a), the “Overriding Principle”).
(b) Where security is granted by any Foreign Guarantor (in connection with its joinder to the Loan Documents as a Loan Party) pursuant to, and in accordance with, the Overriding Principle, such security will be deemed to be consistent with, and equivalent in all respects to, any security granted by Subsidiaries which are not Foreign Guarantors in favour of the Secured Parties under the Credit Agreement, and such security will satisfy the requirements of Section 6.11 and Section 6.12 of the Credit Agreement or any substantially similar requirements or concepts in the Loan Documents.
Overriding Principle. There is an essential ingredient of the Flexible Working Hours System that overrides all other considerations: job responsibility. The job must not suffer, nor must the other jobs in the organization. The primary consideration for all departments is providing high-quality and efficient municipal services. A flexible working hours arrangement shall not be permitted if it would diminish the level or quality of service to the public, if it would result in an additional cost to the Corporation (e.g. in overtime pay), or if it would adversely affect other employees.
Overriding Principle. (a) Subject to paragraph (b) below, the parties agree that the overriding intention is for security in respect of the Note Documents only to be granted over (subject, in each case, to any timeframes set out in the Note Documents for granting such security), (i) substantially all assets of each Foreign Subsidiary Guarantor (subject to customary exclusions and the terms of these Agreed Security Principles) in any jurisdiction where all-asset/floating security is available; provided that a floating charge (or similar security) shall not be required to be granted or continue to subsist where to do so would be expected to have an adverse effect on the ability of the grantor to conduct its operations and business (as determined in good faith by such grantor and the Collateral Agent (acting at the direction of the Required Noteholder Parties)) and, subject to the Collateral Agent’s determination that such matters will not adversely affect it (in consultation with local counsel and at the expense of the Issuer as set forth in the Indenture) the Collateral Agent shall be required (and shall be pre-
Overriding Principle. (a) The guarantees and security to be provided in respect of the Notes by Foreign Subsidiaries in accordance with these Agreed Security Principles are only to be given by Foreign Subsidiaries which are incorporated in England & Wales, France, Switzerland, Luxembourg, Germany, Denmark, Australia, New Zealand, Norway and the Netherlands (each a “Foreign Guarantor Jurisdiction”) and no security or guarantees shall be required to be given by foreign entities not incorporated in Foreign Guarantor Jurisdictions or by (or shares or investments in) any joint venture or similar arrangement, any minority interest or any Foreign Guarantor that is not directly or indirectly wholly owned by the Company.
(b) The parties agree that the overriding intention, subject to paragraph (a) above, is for security only to be granted by and shall be limited to a Foreign Guarantor which is incorporated in a Foreign Guarantor Jurisdiction in respect only over:
Overriding Principle. Notwithstanding anything in Section B.3 (Partial Indemnification) and/or Section B.6 (Contribution) and for the avoidance of all doubt, where the Indemnitee incurs Expenses and is personally liable for the Expenses, the Company shall pay those Expenses if, apart from Section B.3 (Partial Indemnification) and/or Section B.6 (Contribution), the Expenses are payable by the Company, irrespective of whether any other person is also liable for such Expenses in whole or in part.
Overriding Principle. (a) Where jobs are in excess to requirements due to (for example) turnover of contracts or action taken to retain or improve current contracts, the overriding aim will be to find alternative employment for employees who are displaced within a reasonable distance from their usual home residence.
(b) Whilst not excluding the possibility of redundancies, redundancy payments will only be payable where the Employer has exhausted all reasonable redeployment options.
Overriding Principle. The parties agree that the overriding intention is for security only to be granted by:
Overriding Principle. Any dispute arising out of or relating to this --------------------- Contract shall be resolved exclusively by the procedures set out in this Article 20. First, there shall be friendly discussions between the Shareholders based on the overriding principle that the Shareholders have agreed to establish the Company in order to generate maximum profits for each of the Shareholders.
Overriding Principle. The Parties agree that the overriding intention is for security in respect of the Finance Documents only to be granted by: