Loss absorption Clause Samples

Loss absorption. (1) The provisions of § 302 AktG, as applicable from time to time, apply mutatis mutandis to any loss absorption. (2) Any free reserves set up during the term of this Agreement are to be released at the request of Porsche SE and to be used to offset any net loss for the year unless this conflicts with the provisions of § 302 AktG, as applicable from time to time. (3) The obligation to absorb losses comes into effect for the first time for the entire fiscal year of the controlled company in which this Agreement comes into force.

Loss absorption. (a) Following a Write-off Event, the Issuer shall take the following actions in order to effect the Principal/Interest Permanent Reduction: (i) provide written notice to Holders via DTC and written notice to the Trustee (a “Write-off Notice”), on the next Business Day succeeding such Write-off Event, for information purposes stating (x) that a Write-off Event has occurred and (y) the applicable Reduction Date. Each Write-off Notice shall include a request by the Issuer to the Trustee to cancel the Notes or to decrease the applicable Global Note by the relevant Principal/Interest Permanent Reduction on the Reduction Date, and the Trustee shall effect such cancellation or decrease, as applicable, on the Reduction Date. Any Write-off Notice must be accompanied by an Officers’ Certificate of the Issuer stating that a Write-off Event has occurred and setting out the method of calculation of the relevant Absorption Amount. The Trustee shall not be deemed to have knowledge of any Write-off Event or required to reflect the Principal/Interest Permanent Reduction in its books and records relating to the Notes, until and unless the Trustee receives notice of the same from the Issuer. (ii) publish a notice for one day on the website of the CNV and the BASE Daily Bulletin, notifying the Holders of: (i) the occurrence of a Write-off Event, and (ii) the Reduction Date, which shall be within 20 Business Days from the publication of said notice, provided, however, that the Issuer shall cause the Principal/Interest Permanent Reduction to be completed prior to a capitalization with public funds under section (d) of the definition of Write-off Event; and (iii) cause the Principal/Interest Reduction to occur on the Reduction Date in accordance with this Section 6.4. (b) Following the occurrence of a Write-off Event, the Notes will be cancelled in an amount equal to the relevant Principal/Interest Permanent Reduction as described in this Indenture on the Reduction Date and no principal or interest with respect to such Principal/Interest Permanent Reduction can become due and payable, or will be due and payable by the Issuer after such cancellation, and the concept of payment default under this Indenture would no longer be applicable with respect to such Principal/Interest Permanent Reduction or any related interest. The Issuer at any time may deliver Notes to the Trustee for cancellation. (c) By its acquisition of the Notes, each Holder of the Notes acknowledges, agrees to be b...

Loss absorption. The following write-downs and write-ups in respect of the principal amount of the Notes represented by this permanent Global Note have been made pursuant to Condition 6 (Loss absorption and reinstatement of principal amount): € € (Face of Note) 000000 XS1539597499 00 00000 The issue of the Notes was authorised by a resolution of the Board of Directors of UniCredit S.p.A. (the Issuer) passed on [] 2016. This Note forms one of a series of Notes issued as bearer Notes in denominations of €200,000 and integral multiples of €1,000 in excess thereof up to and including €399,000 in an aggregate nominal amount of €500,000,000. The Issuer for value received and subject to and in accordance with the Conditions endorsed hereon hereby promises to pay to the bearer on the Interest Payment Date (as defined in the Conditions endorsed hereon) (or on such earlier date as the principal amount (as determined under the Conditions) may become repayable under the said Conditions) the principal amount of: €[] together with interest on the principal amount of €500,000,000 at the rate determined under Condition 5 (Interest and interest cancellation) payable in arrear on each Interest Payment Date and together with such premium and other amounts as may be payable, all subject to and under the Conditions. Upon the occurrence of any write-down or write-up of the principal amount of the Notes pursuant to Condition 6 (Loss absorption and reinstatement of principal amount) or in the event of cancellation of any Interest Amounts pursuant to Condition 5 (Interest and interest cancellation), the record kept by the Fiscal Agent evidencing the amounts and dates of such write-down or write-up or, as appropriate, the cancellation of any Interest Amounts (as the case may be) shall, in the absence of manifest error, be conclusive evidence of the principal amount repayable (together with any interest thereon) under this Note. The Notes are issued pursuant to an Agency Agreement (the Agency Agreement) dated 21 December 2016 between, among others, the Issuer and Citibank N.A., London Branch as Fiscal Agent. The Notes have the benefit of, and are subject to, the provisions contained in the Agency Agreement and the Conditions. Neither this Note nor any of the Coupons relating to this Note shall become valid or enforceable for any purpose unless and until this Note has been authenticated by or on behalf of the Fiscal Agent.

Loss absorption. Fresenius AG is obliged to balance any annual deficit that would otherwise occur during the term of this Agreement, insofar as it cannot be balanced by means of withdrawal of amounts from free reserves that have been allocated to them during the term of this Agreement in accordance with Section 1 (2). In other respects sec. 302 (1) and (3) AktG, as amended from time to time, shall apply accordingly.

Loss absorption. The full absorption of losses is governed by the provisions of section 302 of the German Stock Corporation Act in its version as amended from time to time.

Loss absorption. The Tax Group Parent shall during the term of this agreement absorb the losses of the Tax Group Subsidiary in accordance with all of the provisions of § 302 Stock Corporation Act, as amended from time to time.

Loss absorption. The provisions of section 302 AktG as amended from time to time apply accordingly.

Loss absorption. The Willensbildungsgesellschaft is obliged to balance any deficit incurred during the term of the contract to the extent that it is not balanced by amounts taken from retained earnings pursuant to the aforementioned Section 2 para. which were paid into these during the term of the contract.

Loss absorption. The following write-downs and write-ups in respect of the principal amount of the Notes represented by this temporary Global Note have been made pursuant to Condition 6 (Loss absorption): € €