German Guarantee Limitations Sample Clauses

The "German Guarantee Limitations" clause defines the specific restrictions and conditions under which guarantees provided by German entities are valid and enforceable. Typically, this clause ensures that any guarantees given comply with mandatory German law, such as limitations on the amount, duration, or scope of the guarantee, and may require that certain corporate formalities are observed. For example, it may stipulate that a guarantee is only valid if approved by the guarantor’s shareholders or that it cannot exceed a certain financial threshold. The core function of this clause is to ensure that guarantees remain legally effective and to protect German guarantors from inadvertently breaching local legal requirements, thereby reducing the risk of unenforceable obligations.
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German Guarantee Limitations. (a) Each Secured Party agrees not to enforce against a German Guarantor any payment obligation arising out of the guarantee contained in Section 2.01 (the “Payment Obligation”) (i) if and to the extent such Payment Obligation secures obligations of an affiliated company (verbundenes Unternehmen) of such German Guarantor within the meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (other than any of the German Guarantor’s Subsidiaries) and (ii) if and to the extent the enforcement of such Payment Obligation would cause the German Guarantor’s or, in the case of a German GmbH & Co. KG Guarantor, its general partner’s net assets (Reinvermögen), i.e., assets (the calculation of which shall include all items set forth in Section 266(2) A., B. and C. of the German Commercial Code (Handelsgesetzbuch)) minus liabilities and liability reserves (the calculation of which shall include all items set forth in Section 266(3) B., C. and D. of the German Commercial Code (Handelsgesetzbuch)) to fall below its stated share capital (Stammkapital) (Begründung einer Unterbilanz) or, if such net assets are already less than its stated share capital (Stammkapital), would cause such amount to be further reduced (Vertiefung einer Unterbilanz) (such event a “Capital Impairment”) and such enforcement would result in a violation of Section 30 of the German Act on Limited Liability Companies (Gesetz betreffend die Gesellschaften mit beschränkter Haftung – “GmbHG”) provided that for the purposes of calculating the amount to be enforced (if any) the following balance sheet items shall be adjusted as follows: (i) the amount of any increase of stated share capital (Stammkapital) of the German Guarantor or, in the case of a German GmbH & Co. KG Guarantor, its general partner that has been effected without the prior written consent of the Administrative Agent shall be deducted from the stated share capital (Stammkapital); (ii) liabilities arising from loans provided to the relevant German Guarantor by the Company or any of its Subsidiaries shall be disregarded if such loans are subordinated within the meaning of Section 39(2) of the German Insolvency Code (Insolvenzordnung); and (iii) any loans and other contractual liabilities incurred by the German Guarantor or, in the case of a German GmbH & Co. KG Guarantor, its general partner in violation of the provisions of any of the Loan Documents shall be disregarded. (b) Upon delivery of an Enforcement Notice (as defined be...
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German Guarantee Limitations. (a) If and to the extent that: (i) a guarantee granted under the Facility Agreement secures any Loans, (i) which are made to a corporation, or (ii) which are deemed to be made to a corporation according to Section 8a paragraph 5 sentence 2 German Corporation Income Tax Act (Körperschaftsteuergesetz), and which corporation is subject to German corporation income tax, (such Loans being defined as a “German Loans” and such corporation being defined as “German Borrower”); and (ii) the relevant Guarantor granting such guarantee either (i) qualifies as a major shareholder (wesentlicher Anteilseigner) within the meaning of Section 8a of the German Income Corporation Tax Act (Körperschaftssteuergesetz) of such German Borrower or (ii) as an affiliated party within the meaning of Section 1 paragraph 2 of the German Foreign Trade Tax Act (Aussensteuergesetz) of such a major shareholder of such German Borrower, such guarantee (or any enforceable judgment based thereon) shall not be enforced against assets of the relevant Guarantor which qualify as LTIBR(s) if and to the extent such LTIBR(s) are (i) encumbered in favour of any of the Finance Parties pursuant to a lien arising under the general business terms (AGB-Pfandrecht) of such Finance Party, (ii) the subject of a disposal restriction (Verfügungsbeschränkung) or (iii) subject to enforcement pursuant to a submission to immediate foreclosure in the entire property (Unterwerfung unter die sofortige Zwangsvollstreckung in das gesamte Vermögen) of the relevant Guarantor;
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German Guarantee Limitations. (a) The right of the Secured Parties to enforce the Guaranteed Obligations of a German Guarantor existing in the form of a German limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) or a limited liability partnership with a limited liability company as partner (GmbH & Co. KG) under this Article X shall be limited if and to the extent that the Guaranteed Obligations secure any obligation of an affiliated company (verbundenes Unternehmen) within the meaning of section 15 German Stock Corporation Act (Aktiengesetz) (in each case other than any of such German Guarantor's direct or indirect subsidiaries) and the enforcement of such Guaranteed Obligations would cause: (i) such German Guarantor's (or in the case of a GmbH & Co. KG, its general partner's) net assets (Reinvermögen) determined in accordance with the provisions of the German Commercial Code (Handelsgesetzbuch) consistently applied by such German Guarantor (or in the case of a GmbH & Co. KG, its general partner) in preparing its unconsolidated balance sheets (Jahresabschluss) according to section 42 German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung), sections 242, 264 German Commercial Code and in accordance with sections 30, 31 German Limited Liability Companies Act (as applicable at the time of enforcement)) (the "Net Assets") to be less than its registered share capital (Stammkapital) (Begründung einer Unterbilanz); or (ii) (if such German Guarantor's (or in the case of a GmbH & Co. KG, its general partner's) Net Assets are already less than its registered share capital) the German Guarantor's (or in the case of a GmbH & Co. KG, its general partner's) Net Assets to be further reduced (Vertiefung einer Unterbilanz) (in each case a "Capital Impairment"). (b) For the purposes of the calculation of the German Guarantor's (or in the case of a GmbH & Co. KG, its general partner's) Net Assets: (i) the amount of any increase of the German Guarantor's (or in the case of a GmbH & Co. KG, its general partner's) registered share capital that has been effected without the prior written consent of any Agent or is otherwise permitted under this Agreement and the other Loan Documents shall be deducted from the registered share capital; (ii) any obligations of the German Guarantor (or in the case of a GmbH & Co. KG, of its general partner) towards any of the Borrowers or any of their affiliates which are subordinated in accordance with section ...
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German Guarantee Limitations. (a) In this Clause 21.10:
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German Guarantee Limitations. (a) In this Clause 21.10: (i) German Guarantor means any Guarantor incorporated in Germany as (x) a limited liability company (Gesellschaft mit beschränkter Haftung - GmbH) (a German GmbH Guarantor) or (y) a limited partnership (Kommanditgesellschaft) with a limited liability company as sole general partner (a German GmbH & Co. KG Guarantor) in relation to whom the Security Trustee intends to enforce the provisions of Clause 21 (Guarantee and Indemnity); and
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German Guarantee Limitations. (a) To any guarantor, or deemed guarantor and/or surety provider under the law, incorporated under the laws of the Federal Republic of Germany and constituted in the form of a German limited liability company ("Gesellschaft mit beschrankter Haftung-GmbH") (a "German Company") the following shall apply:
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German Guarantee Limitations. If and to the extent that:
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German Guarantee Limitations. On the basis of the judgements LG Darmstadt, 25.4.2013 – 16 O ▇▇▇/▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ a. M., 8.11.2013 – 24 ▇ ▇▇/▇▇ ▇, ▇▇▇, 10.1.2017 – II ZR 94/15 and BGH, 21.3.2017 – II ZR 93/16 the respective directors (Geschäftsführer) of each of the German Domiciled Obligor have assessed the financing concept provided for in connection with the Loan Documents and are satisfied by its robustness. In the case that during the lifetime of this Agreement the directors of a German Domiciled Obligor reasonably expect to suffer a personal liability in the case of a demand under the guarantee and indemnity as a result of a change in law or a further interpretation of the foregoing judgements, the Lenders agree to enter into negotiations with that German Domiciled Obligor in order to limit the guarantee and indemnity in order to avoid a personal liability of the directors of that German Domiciled Obligor. Other limitations and qualifications to the Obligations of any German Domiciled Obligor set forth in Schedule I to the Seventh Amendment may be agreed in writing by Agent in its discretion. 5.10.5 [Reserved].
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German Guarantee Limitations 
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Related to German Guarantee Limitations

  • Guarantee Limitations The limitations applicable to the Guarantees, as set forth in Section 209 of the Indenture, will apply to the Guarantees issued hereunder; provided, however, that any further limitations, or any amendments or modifications to such Guarantees or limitations thereon, shall be set forth in an additional supplemental indenture, in each case in accordance with the Indenture.

  • 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.

  • Limitation on Guarantor Liability Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

  • Limitation on Guarantee Obligations Create, incur, assume or suffer to exist any Guarantee Obligation except: (a) Guarantee Obligations in existence on the Closing Date and listed in Schedule 8.4(a), and any refinancings, refundings, extensions or renewals thereof, provided that the amount of such Guarantee Obligation shall not be increased at the time of such refinancing, refunding, extension or renewal except to the extent that the amount of Indebtedness in respect of such Guarantee Obligations is permitted to be increased by subsection 8.2(d); (b) Guarantee Obligations for performance, appeal, judgment, replevin and similar bonds, or suretyship arrangements, all in the ordinary course of business; (c) Guarantee Obligations in respect of indemnification and contribution agreements expressly permitted by subsection 8.11(iv) or similar agreements by the Borrower; (d) Guarantee Obligations in respect of third-party loans and advances to officers or employees of Holding, the Borrower or any of their respective Subsidiaries (i) for travel and entertainment expenses incurred in the ordinary course of business, (ii) for relocation expenses incurred in the ordinary course of business or (iii) for any other purpose and, in the case of this clause (iii), in an aggregate principal amount (as to Holding and all its Subsidiaries) of up to $1,000,000 outstanding at any time; (e) obligations to insurers required in connection with worker’s compensation and other insurance coverage incurred in the ordinary course of business; (f) obligations of the Borrower and its Subsidiaries under Permitted Hedging Arrangements, including obligations of the Borrower under any Interest Rate Protection Agreements relating to Indebtedness of the Borrower under this Agreement, (g) guarantees made by the Borrower or any of its Subsidiaries of obligations of the Borrower or any of its Subsidiaries, which obligations are otherwise permitted under this Agreement, provided that guarantees by any Loan Party of obligations of any Subsidiary that is not a Loan Party shall be subject to the limitations set forth in subsection 8.9(f)(i); (h) Guarantee Obligations in connection with sales or other dispositions permitted under subsection 8.6, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value; (i) accommodation guarantees for the benefit of trade creditors of the Borrower or any of its Subsidiaries in the ordinary course of business of obligations of the Borrower or any of its Subsidiaries, which obligations are otherwise permitted by this Agreement; (j) Guarantee Obligations with respect to an aggregate principal amount of up to $3,500,000 of third-party loans and advances to Local Agents and Owner/Operators, provided that such amount shall be reduced by the aggregate then outstanding principal amount of loans and Investments permitted by subsection 8.9(k); (k) Guarantee Obligations of the Borrower and its Subsidiaries in respect of recourse events in connection with any Relocation SPV Financing; (l) Guarantee Obligations incurred pursuant to the Guarantees or otherwise in respect of Indebtedness permitted by subsection 8.2(a); and (m) guarantees made by any Foreign Subsidiary of third party obligations under leases, provided that (i) the aggregate amount of such guarantees shall not exceed $300,000 at any one time outstanding and (ii) such guarantees shall terminate, and be of no further force or effect, on or before November 30, 2009.

  • General Limitation on Guarantee Obligations In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.