Common use of Luxembourg Specific Representations Clause in Contracts

Luxembourg Specific Representations. (a) Each Luxembourg Loan Party is in compliance with the Luxembourg Law of 31 May 1999 governing the domiciliation of companies (as amended from time to time and all related regulations); (b) the head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the European Insolvency Regulation) the center of main interests (centre des intérêts principaux) of each Luxembourg Loan Party in Luxembourg is located at the place of its registered office (siège statutaire) in Luxembourg; (c) no Luxembourg Loan Party has filed and, to the best of its knowledge, no Person has filed a request with any competent court seeking that any Luxembourg Loan Party, be declared subject to bankruptcy (faillite), general settlement or composition with creditors (concordat préventif de faillite) controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 2 to 11, 13 and Article 14 of the Luxembourg Law of 19 December 2002 on the register of commerce and companies, and the accounting and annual accounts of undertakings (as amended from time to time), (and which include foreign court decision as to faillite, concordat or analogous procedures according to the European Insolvency Regulation); and (d) each Luxembourg Loan Party is not, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, be in a state of cessation of payments (cessation des paiements), or be deemed to in a such state, and has not, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, lose its creditworthiness (ébranlement de crédit), or be deemed to have lost such creditworthiness and is not aware, or may not reasonably be aware of such circumstances.

Luxembourg Specific Representations. (a) Each To the extent that any Borrower is a Luxembourg Loan Party is in compliance with Party, the Luxembourg Law place of 31 May 1999 governing the domiciliation of companies (as amended from time to time and all related regulations); (b) the head office central administration (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the Regulation (EU) 2015/848 of the European Insolvency Regulation) Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast)), the center of main interests (centre des intérêts principaux) of each such Luxembourg Loan Party in Luxembourg is located at the place of its registered office (siège statutaire) in Luxembourg; . (cb) no Luxembourg Loan Party has filed and, to To the best of its knowledge, no Person has filed a request with any competent court seeking extent that any Borrower is a Luxembourg Loan Party, be declared subject such Luxembourg Loan Party does not carry out any activity in the financial sector on a professional basis (as referred to bankruptcy (faillite), general settlement or composition with creditors (concordat préventif de faillite) controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 2 to 11, 13 and Article 14 of in the Luxembourg Law of 19 December 2002 law dated 5 April 1993 on the register of commerce and companiesfinancial sector, and the accounting and annual accounts of undertakings (as amended from time to time)) or any activity requiring the granting of a business license under the Luxembourg law dated 2 September 2011, (and which include foreign court decision as amended, governing the access to the professions of skilled craftsman, tradesman, manufacturer, as well as to faillitecertain liberal professions. (c) To the extent that any Borrower is a Luxembourg Loan Party, concordat or analogous procedures according to such Luxembourg Loan Party complies with all requirements of the European Insolvency Regulation); Luxembourg law of 31 May 1999 on the domiciliation of companies, as amended, and all related regulations. (d) each To the extent that any Borrower is a Luxembourg Loan Party, such Luxembourg Loan Party is not, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, be in a state of cessation of payments (cessation des paiements), or be deemed to be in a such state, and has notnot lost, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, lose its creditworthiness (ébranlement de crédit), or be deemed to have lost such creditworthiness and is not aware, or may be not reasonably be aware aware, of such circumstances.

Luxembourg Specific Representations. (a) Each To the extent that any Luxembourg Loan Party is in compliance with the Luxembourg Law of 31 May 1999 governing the domiciliation of companies (as amended from time to time and all related regulations); (b) becomes a Loan Party, the head office (administration centrale), the place of effective management (siège de direction effective) and (for the purposes of the European Insolvency RegulationCouncil Regulation (EC) N° 1346/2000 of 29 May 2000 on insolvency proceedings, as amended), the center of main interests (centre des intérêts principaux) of each such Luxembourg Loan Party in Luxembourg is located at the place of its registered office (siège statutaire) in Luxembourg; . (cb) no Luxembourg Loan Party has filed and, to To the best of its knowledge, no Person has filed a request with any competent court seeking extent that any Luxembourg Loan Party becomes a Loan Party, be declared subject such Luxembourg Loan Party does not carry out any activity in the financial sector on a professional basis (as referred to bankruptcy (faillite), general settlement or composition with creditors (concordat préventif de faillite) controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 2 to 11, 13 and Article 14 of in the Luxembourg Law of 19 December 2002 law dated 5 April 1993 on the register of commerce and companiesfinancial sector, and the accounting and annual accounts of undertakings (as amended from time to time)) or any activity requiring the granting of a business license under the Luxembourg law dated 2 September 2011 governing the access to the professions of skilled craftsman, (and which include foreign court decision tradesman, manufacturer, as well as to faillitecertain liberal professions. (c) To the extent that any Luxembourg Loan Party becomes a Loan Party, concordat or analogous procedures according to such Luxembourg Loan Party complies with all requirements of the European Insolvency Regulation); Luxembourg law of 31 may 1999 on the domiciliation of companies, as amended, and all related regulations. (d) each To the extent that any Luxembourg Loan Party becomes a Loan Party, such Luxembourg Loan Party is not, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, be in a state of cessation of payments (cessation des paiements), or be deemed to be in a such state, and has notnot lost, and will not, as a result of its entry into the Loan Documents or the performance of its obligations thereunder, lose its creditworthiness (ébranlement de crédit), or be deemed to have lost such creditworthiness and is not aware, or may be not reasonably be aware aware, of such circumstances. (e) To the extent that any Luxembourg Loan Party becomes a Loan Party, such Luxembourg Loan Party is in compliance with any reporting requirements applicable to it pursuant to the Central Bank of Luxembourg regulation 2011/8 or Regulation (EU) N°648/2012 of the European Parliament and of the Council dated 4 July 2012 on OTC derivatives, central counterparties and trade repositories.