Cyprus Guarantor definition
Examples of Cyprus Guarantor in a sentence
However, we have not undertaken any special or independent investigation to determine the existence or absence of such facts or circumstances, and no inference as to our knowledge in that regard or to the fact that we may have acted on behalf of the Cyprus Guarantor in other transactions should be drawn.
All of the issued and outstanding Shares in the share capital of the Cyprus Guarantor (i) have been duly authorized and validly issued and are fully paid in and non-assessable and free of preemptive rights and not subject to further calls for funds and (ii) are wholly owned directly or indirectly by Stratus Technologies Bermuda Ltd., free from liens, encumbrances and defects (other than as provided for under the New Deed of Share Pledge).
Each of the New York Law Documents has been duly and validly approved, signed and executed on behalf of the Cyprus Guarantor party thereto and, to the extent any New York Law Document is governed by the laws of the State of New York subject to its validity and enforceability under the laws of the State of New York, constitutes the legal, valid and binding obligations of the Cyprus Guarantor, enforceable in accordance with their respective terms.
The Notes will be guaranteed on a senior secured basis by the Guarantors pursuant to the Indenture and the Note Guarantee made by the signatories thereto (“the Guarantors”) (including the Cyprus Guarantor) in favour of the Trustee for the Holders (as defined in the Indenture) (“the Note Guarantee”).
To the best of our knowledge there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending in Cyprus to which the Cyprus Guarantor is a party or to which any property of the Cyprus Guarantor is or may be the subject, and no such investigations, actions, suits or proceedings are threatened or, to the best of our knowledge, contemplated by any governmental or regulatory authority or by others.
For the avoidance of any doubt, Holdings shall procure that an Additional Cyprus Guarantor which is a private company (as defined in the Cyprus Companies Law) and not a subsidiary of a public company (as defined in the Cyprus Companies Law), shall, before it becomes a Loan Party, ensure that the giving of financial assistance under this Agreement or any other Loan Documents would be permitted by its constitutional documents and authorised by its shareholder(s).
Neither the Cyprus Guarantor nor any of its assets are entitled to immunity from suit, execution, attachment or other legal process in the Republic of Cyprus.
Notwithstanding any other provision of this Section 11 (Guaranty), the guaranty, indemnity and other obligations of any Additional Cyprus Guarantor expressed to be assumed by it in this Section 11 or elsewhere in this Agreement or in any other Loan Document shall be deemed not to be assumed by such Additional Cyprus Guarantor to the extent the same would constitute unlawful financial assistance within the meaning of Section 53 of the Cyprus Companies Law, Cap.
We have acted as counsel to the Cyprus Guarantor in connection with the issue and sale by Stratus Technologies Bermuda Ltd.
The Cyprus Guarantor has the corporate power, authority and capacity under its Constitutional Documents and the law to enter into and perform, and has taken all necessary corporate action to authorise the entry into and delivery of the Opinion Documents to which the Cyprus Guarantor is a party and its performance of its obligations thereunder.