DUTCH GUARANTORS Sample Clauses

DUTCH GUARANTORS. Tronox Holdings Coöperatief U.A. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director A By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Director B Tronox Worldwide Pty Limited, acting for itself, on behalf of Tronox Global holdings Pty Ltd as limited partner of Tronox Holdings Europe C.V., and in its capacity as general partner of Tronox Holdings Europe C.V. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Authorized Signatory Tronox Pigments (Netherlands) B.V. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Managing Director Tronox Pigments (Holland) B.V. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Managing Director Cristal Inorganic Chemicals Netherlands B.V. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Manager [Signature Page to Third Supplemental Indenture (2026)] Tronox International B.V. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Manager [Signature Page to Third Supplemental Indenture (2026)] SWITZERLAND GUARANTORS: Tronox International Holdings GmbH By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chairman of Management Board [Signature Page to Third Supplemental Indenture (2026)] Cristal Inorganic Chemicals UK Limited Tronox Investments UK Limited Millennium Inorganic Chemicals UK Holdings Limited By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director [Signature Page to Third Supplemental Indenture (2026)] Signed, sealed and delivered by as attorney, respectively, for BEMAX SALES PTY LTD 101858931 CABLE SANDS (W.A.) PTY LTD 009137142 CABLE SANDS HOLDINGS PTY. LIMITED 001288268 CABLE SANDS INVESTMENTS PTY. LIMITED 000430482 CABLE SANDS PTY. LIMITED 008678386 TRONOX AUSTRALIND PTY LTD 125123784 COFFS HARBOUR RUTILE PTY LTD 000173099 TRONOX MINERAL HOLDINGS AUSTRALIA PTY LTD 102888559 TRONOX MINING AUSTRALIA LIMITED 009247858 TRONOX PIGMENT BUNBURY LTD 008683627 IMPERIAL MINING (AUST) PTY LTD 062193266 XXXXXXXX INVESTMENTS (AUSTRALIA) PTY LTD 008402891 XXXXXX BASIN TITANIUM PTY LTD 082497827 XXXXX XXXXXX BASIN PTY LTD 091051704 NISSHO IWAI MINERAL SANDS (AUSTRALIA) PTY. LIMITED 003870871 PEREGRINE GOLD MINING PTY LTD 009267207 [Signature Page to Third Supplemental Indenture (2026)] PEREGRINE MINERAL SANDS PTY LTD 009307591 POONCARIE OPERATIONS PTY LTD 102895581 PROBO MINING PTY LTD 079938819 RUTILE & ZIRCON MINES (NEWCASTLE) PTY LTD 000393135 RZM PTY. LIMITED 001 242 397 TITANIUM TECHNOLOGY (AUSTRALIA) PTY LTD 000833643 under power of attorney dated August 30, 2019 in the presence of: /s/ Xxxxx ...
Sample 1See All (6)
AutoNDA by SimpleDocs
DUTCH GUARANTORS. (a) The obligations of the Dutch Borrower or any other Guarantor incorporated under the laws of The Netherlands (a “Dutch Guarantor”) under or pursuant to Clause 24 (Guarantees) shall exclude and shall not be or be construed as any guarantee, indemnity or security, to the extent that this would:
Sample 1Sample 2See All (5)
DUTCH GUARANTORS. TRONOX WORLDWIDE PTY LIMITED, ACTING AS MANAGING PARTNER OF TRONOX HOLDINGS EUROPE C.V. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director TRONOX HOLDINGS COÖPERATIEF U.A. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director [Eighth Supplemental Indenture (2012)] SWISS GUARANTORS: TRONOX INTERNATIONAL HOLDINGS GMBH TRONOX FINANCE GMBH By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: managing director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: managing director [Eighth Supplemental Indenture (2012)] WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President [Eighth Supplemental Indenture (2012)]
Sample 1See All (4)
DUTCH GUARANTORS. Notwithstanding anything to the contrary herein, any Subsidiary Guarantor incorporated under the laws of The Netherlands (a “Dutch Guarantor”) waives any and all rights to require the Trustees to proceed against the Company or any third party to exhaust any security for the obligations of such Dutch Guarantor or pursue any other available remedy. Each Dutch Guarantor hereby expressly waives any rights, privileges (voorrechten), defenses (verweermiddelen) and exceptions (excepties) granted to guarantors by Dutch law or any other law which may be applicable and specifically, the rights under sections 6:139 and 6:154 of the Dutch Civil Code and articles 7:852, 7:853, 7:855 paragraph 1 and 7:856 of the Dutch Civil Code, all in as far is permitted by law, which rights any Dutch Guarantor hereby expressly waives. Each Dutch Guarantor irrevocably agrees and confirms that this Subsidiary Guarantee is not a suretyship (borgtocht) within the meaning of Title 14 of Book 7 of the Dutch Civil Code. In the event that the Guaranteed Obligations are extended or renewed in accordance with Section 10.1(a), any Dutch Guarantor shall be notified of such extension or renewal and each Dutch Guarantor shall use reasonable efforts to obtain all required corporate authorizations prior to the extension or renewal taking effect with respect to such Dutch Guarantor.
Sample 1Sample 2
DUTCH GUARANTORS. TRONOX WORLDWIDE PTY LIMITED, ACTING AS MANAGING PARTNER OF TRONOX HOLDINGS EUROPE C.V. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director TRONOX HOLDINGS COÖPERATIEF U.A. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director A By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director B [Sixth Supplemental Indenture (2012)] WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President [Sixth Supplemental Indenture (2012)]
Sample 1Sample 2
DUTCH GUARANTORS. Tronox Holdings Coöperatief U.A. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director A By: /s/ Xxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Xxxxxx Title: Director B Tronox Worldwide Pty Limited, acting for itself, on behalf of Tronox Global holdings Pty Ltd as limited partner of Tronox Holdings Europe C.V., and in its capacity as general partner of Tronox Holdings Europe C.V. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Authorized Signatory Tronox Pigments (Netherlands) B.V. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Managing Director Tronox Pigments (Holland) B.V. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Managing Director [Signature Page to Second Supplemental Indenture (2025)]
Sample 1
DUTCH GUARANTORS. TRONOX WORLDWIDE PTY LIMITED, ACTING AS MANAGING PARTNER OF TRONOX HOLDINGS EUROPE C.V. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director TRONOX HOLDINGS COÖPERATIEF U.A. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director [Seventh Supplemental Indenture (2012)]
Sample 1
AutoNDA by SimpleDocs

Related to DUTCH GUARANTORS

  • Additional Guarantors and Grantors Subject to any applicable limitations set forth in the Security Documents, the Borrower will cause each direct or indirect Domestic Subsidiary (excluding any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.

  • Limitation on Subsidiary Guarantors’ Liability Each Subsidiary Guarantor and by its acceptance hereof each Holder of a Debt Security entitled to the benefits of the Guarantee hereby confirm that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Federal or state law. To effectuate the foregoing intention, the Holders of a Debt Security entitled to the benefits of the Guarantee and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under the Guarantee, not result in the obligations of such Subsidiary Guarantor under the Guarantee constituting a fraudulent conveyance or fraudulent transfer under Federal or state law.

  • GUARANTOR'S WAIVERS Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

  • Additional Guarantors The Company shall cause each of its subsidiaries formed or acquired on or subsequent to the date hereof to become a Guarantor for all purposes of this Guarantee by executing and delivering an Assumption Agreement in the form of Annex 1 hereto.

  • Additional Subsidiary Guarantors Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any domestic Wholly Owned Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company shall cause any such Wholly Owned Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Person and such supplemental indenture and such Person’s obligations under its Subsidiary Guarantee and this Indenture constitute the legal, valid, binding and enforceable obligations of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion).

  • Additional Guarantors; Release of Guarantors SECTION 5.11 OF THE CREDIT AGREEMENT PROVIDES THAT CERTAIN SUBSIDIARIES MUST BECOME GUARANTORS BY, AMONG OTHER THINGS, EXECUTING AND DELIVERING TO AGENT A COPY OF THIS GUARANTY. ANY SUBSIDIARY WHICH EXECUTES AND DELIVERS TO THE AGENT THIS GUARANTY SHALL BE A GUARANTOR FOR ALL PURPOSES HEREUNDER. UNDER CERTAIN CIRCUMSTANCES DESCRIBED IN SECTION 5.10 OF THE CREDIT AGREEMENT, CERTAIN SUBSIDIARIES MAY OBTAIN FROM THE AGENT A WRITTEN RELEASE FROM THIS GUARANTY PURSUANT TO THE PROVISIONS OF SUCH SECTION, AND UPON OBTAINING SUCH WRITTEN RELEASE, ANY SUCH SUBSIDIARY SHALL NO LONGER BE A GUARANTOR HEREUNDER. EACH OTHER GUARANTOR CONSENTS AND AGREES TO ANY SUCH RELEASE AND AGREES THAT NO SUCH RELEASE SHALL AFFECT ITS OBLIGATIONS HEREUNDER.

  • Limitation on Guarantors’ Liability Each Guarantor by its acceptance hereof and each Holder of a Security entitled to the benefits of the Guarantee hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing intention, each Holder of a Security entitled to the benefits of the Guarantee and each Guarantor hereby irrevocably agrees that the obligations of each Guarantor under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Guarantee, not result in the obligations of such Guarantor under the Guarantee constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

  • Deferral of Guarantors’ rights Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

  • Liability of Guarantors Absolute Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

  • Agents Under Security Documents and Guarantee Each Secured Party hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Collateral and the Security Documents. Subject to Section 13.1, without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (a) release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent (or any sub-agent thereof) under any Credit Document (i) upon the termination of all Commitments and Letters of Credit (other than Letters of Credit that were Cash Collateralized) and the payment in full of all Obligations (except for contingent indemnification obligations in respect of which a claim has not yet been made, Secured Hedge Obligations and Secured Cash Management Obligations and Obligations under Letters of Credit that have been Cash Collateralized), (ii) that is sold or to be sold or transferred as part of or in connection with any sale or other transfer permitted hereunder or under any other Credit Document to a Person that is not a Credit Party or in connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iii) if the property subject to such Lien is owned by a Guarantor, upon the release of such Guarantor from its Guarantee otherwise in accordance with the Credit Documents, (iv) as to the extent provided in the Security Documents, (v) that constitutes Excluded Property or Excluded Stock and Stock Equivalents or (vi) if approved, authorized or ratified in writing in accordance with Section 13.1; (b) release any Guarantor from its obligations under the Guarantee if such Person ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary) as a result of a transaction or designation permitted hereunder; (c) subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Credit Document to the holder of any Lien permitted under clause (vi) (solely with respect to Section 10.1(d)), and (ix) of the definition of Permitted Lien; and (d) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or the Collateral Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement, including the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement. The Collateral Agent shall have its own independent right to demand payment of the amounts payable by the Borrower under this Section 12.11, irrespective of any discharge of the Borrower’s obligations to pay those amounts to the other Lenders resulting from failure by them to take appropriate steps in insolvency proceedings affecting the Borrower to preserve their entitlement to be paid those amounts. Any amount due and payable by the Borrower to the Collateral Agent under this Section 12.11 shall be decreased to the extent that the other Lenders have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Credit Documents and any amount due and payable by the Borrower to the Collateral Agent under those provisions shall be decreased to the extent that the Collateral Agent has received (and is able to retain) payment in full of the corresponding amount under this Section 12.11.

Time is Money Join Law Insider Premium to draft better contracts faster.