Common use of Austrian limitations Clause in Contracts

Austrian limitations. Nothing in this Second Supplemental Indenture shall be construed to create any obligation (Verpflichtung) or liability (Haftung) of a CAME Holding GmbH to act in violation of mandatory Austrian capital maintenance rules (Kapitalerhaltungsvorschriften), including without limitation, Section 82 et seq. of the Austrian Act on Limited Liability Companies (Gesetz über Gesellschaften mit beschränkter Haftung) and/or Sections 52 and 65 et seq. of the Austrian Stock Corporation Act (Aktiengesetz), (the “Austrian Capital Maintenance Rules”), and all obligations or liabilities of CAME Holding GmbH under this Second Supplemental Indenture shall at all times be limited so that at no time the obligations or liabilities of CAME Holding GmbH hereunder would violate Austrian Capital Maintenance Rules. Should any obligation or liability of CAME Holding GmbH under this Second Supplemental Indenture violate or contradict Austrian Capital Maintenance Rules and therefore be held invalid or unenforceable (in whole or in part), such obligation or liability shall be deemed to be replaced by an obligation or liability of a similar nature which is in compliance with Austrian Capital Maintenance Rules (considering all guarantees and security provided by CAME Holding GmbH to secure the Issuer’s obligations under the Indenture and the Notes), does not expose any officer to personal or criminal liability and which provides the best possible indemnity and contribution in favour of the Trustee and each Holder of a Note. Should it be held that any obligation or liability of CAME Holding GmbH under this Second Supplemental Indenture contradicts Austrian Capital Maintenance Rules, the obligations and liabilities of CAME HOLDING GmbH under this Second Supplemental Indenture shall be reduced to a maximum amount which is permitted pursuant to Austrian Capital Maintenance Rules (considering all guarantees and security provided by CAME Holding GmbH to secure the Issuer’s obligations under the Indenture and the Notes). The parties acknowledge this may have the effect of reducing the obligations and liabilities of CAME Holding GmbH to zero.