Certain Principles Clause Samples

Certain Principles. The rights and obligations of (i) the Lenders, the Administrative Agent and Mexican Collateral Agent on the one hand, and (ii) the Borrower and the Guarantors on the other hand, in each case respect of (i) the giving or taking of the Guaranty; (ii) the giving or taking of Collateral; and (iii) all the rights and obligations associated with such giving or taking of the Guaranty and Collateral, shall be subject to and limited by the Agreed Security Principles. The Agreed Security Principles embody the recognition by all parties to the Credit Documentation that there may be certain legal and practical difficulties in obtaining effective security from Holdings and its Subsidiaries in every jurisdiction in which they or the assets relevant to the Transactions are or may in the future be located. In particular: (a) general statutory limitations, financial assistance, capital maintenance, corporate benefit, fraudulent preference, thin capitalization rules, retention of title claims and similar principles may limit the ability of Holdings or a Subsidiary of Holdings to provide the Guaranty or provide Collateral or may require that the relevant Guaranty or Collateral be limited by an amount or otherwise. If any such limit applies, the relevant Guaranty and Collateral provided will be limited to the maximum amount which Holdings or such Subsidiary of Holdings may provide having regard to applicable law (including any jurisprudence) and subject to fiduciary duties of management; provided that the Borrower will use reasonable endeavours to assist in demonstrating that adequate corporate benefit accrues to Holdings, the Borrower and each relevant Subsidiary of Holdings; (b) providing the Guaranty, the granting and the terms of Collateral (including a mortgage over hotel real property (a “Mortgage”)) or the perfection of the Collateral granted will not be required to the extent that the Administrative Agent or Mexican Collateral Agent, as applicable, and the Borrower reasonably determine that the burden and/or cost thereof (including, without limitation, legal fees, registration fees, stamp duty, taxes and any other fees or costs directly associated with such security or guarantee) shall be excessive in relation to the value of the security to be afforded to the Lenders therefrom (it being understood that, based on applicable law as in effect on the Closing Date, (i) Mortgages will not be required in the Dominican Republic or Jamaica, and (ii) Mortgages will in any even...
View SourceView Similar (5)
Certain Principles. 8.2.1 The Company may purchase, in its discretion, completely built JV Trucks and JV Truck Components that are part of knock-down kits for JV Trucks. 8.2.2 Completely built JV Trucks shall be sold by Navistar to the Company pursuant to the Truck Sales Agreement. 8.2.3 JV Truck Components (whether or not part of a knock-down kit) and JV Truck Replacement Parts shall be sold by each Member to the Company pursuant to the applicable Master Component Supply Agreements, and the Company shall be permitted to source components and parts from any Person, including third parties or the Members. 8.2.4 Costs and expenses associated with kitting a knock-down kit shall be paid for by the Company. 8.2.5 All research and development services and Ma▇▇-▇p Engineering Services, in each case, relating to product design and product development provided by a Member shall be sold to the Company at Cost–plus-[5][7]%. 8.2.6 All parts distribution services performed by Caterpillar with respect to Caterpillar Brand JV Truck Replacement Parts (to the extent that Caterpillar is retained by the Company to perform such services), parts distribution services performed by Navistar with respect to Navistar Brand JV Truck Replacement Parts (to the extent that Navistar is retained by the Company to perform such services), and logistics services through Caterpillar Logistics Services, Inc. (to the extent that Caterpillar is retained by the Company to perform such services) shall be sold to the Company at prices that are negotiated by such Member or, in the case of logistics services, Caterpillar Logistics Services, Inc., and the Company. If the Company does not retain Caterpillar or one of its Affiliates or Navistar or one of its Affiliates to provide such services, it shall be permitted with the Majority Consent of the Board to retain any other Person, including third parties, to provide parts distribution services or logistics services related to Caterpillar Brand JV Truck Replacement Parts or Navistar Brand JV Truck Replacement Parts. 8.2.7 The terms on which Caterpillar Financial shall provide financing services in connection with the Company’s Business, if Caterpillar Financial is retained by the Company to provide such services, will be negotiated by Caterpillar Financial and the Company. The Company, with the Majority Consent of the Board, may also retain other Persons, including third parties or Navistar or one of its Affiliates, to provide financing services to or on behalf of the Co...
View SourceView Similar (4)
Certain Principles. The Agreed Security Principles embody the recognition by all parties that there may be certain legal and practical difficulties in obtaining effective or commercially reasonable guarantees and security from UK Newco and all members of the Group in which it has been agreed that guarantees and security will be granted by UK Newco (for the avoidance of doubt, UK Newco is not and will not be a Guarantor) and those members. In particular:
View Source
Certain Principles. The rights and obligations of (i) the Lenders and the Administrative Agent on the one hand, and (ii) the Borrower and the Guarantors on the other hand, in each case respect of (i) the giving or taking of the Guaranty; (ii) the giving or taking of Collateral; and (iii) all the rights and obligations associated with such giving or taking of the Guaranty and Collateral, shall be subject to and limited by the Agreed Security Principles. The Agreed Security Principles embody the recognition by all parties to the Credit Documentation that there may be certain legal and practical difficulties in obtaining effective security from Holdings and its Subsidiaries in every jurisdiction in which they or the assets relevant to the Transactions are or may in the future be located. In particular:
View Source

Related to Certain Principles

  • General Principles Each Party shall implement its tasks in accordance with the Consortium Plan and shall bear sole responsibility for ensuring that its acts within the Project do not knowingly infringe third party property rights.

  • Basic Principles The Electrical Contractor and the Union have a common and sympathetic interest in the Electrical Industry. Therefore, a working system and harmonious relations are necessary to improve the relationship between the Employer, the Union and the Public. Progress in industry demands a mutuality of confidence between the Employer and the Union. All will benefit by continuous peace and by adjusting any differences by rational common-sense methods.

  • Cost Principles The Subrecipient shall administer its program in conformance with 2 CFR Part 200, et al; (and if Subrecipient is a governmental or quasi-governmental agency, the applicable sections of 24 CFR 85, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,”) as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

  • Governing Principles 1. The implementation of this Memorandum of Understanding shall in all aspects be governed by the Regulation and subsequent amendments thereof. 2. The objectives of the EEA Financial Mechanism 2014-2021 shall be pursued in the framework of close co-operation between the Donor States and the Beneficiary State. The Parties agree to apply the highest degree of transparency, accountability and cost efficiency as well as the principles of good governance, partnership and multi-level governance, sustainable development, gender equality and equal opportunities in all implementation phases of the EEA Financial Mechanism 2014-2021. 3. The Beneficiary State shall take proactive steps in order to ensure adherence to these principles at all levels involved in the implementation of the EEA Financial Mechanism 2014-2021. 4. No later than 31/12/2020, the Parties to this Memorandum of Understanding shall review progress in the implementation of this Memorandum of Understanding and thereafter agree on reallocations within and between the programmes, where appropriate. The conclusion of this review shall be taken into account by the National Focal Point when submitting the proposal on the reallocation of the reserve referred to in Article 1.11 of the Regulation.

  • Definitions Principles of Construction Section 1.1. Definitions 1 Section 1.2. Principles of Construction 16