Overriding Principle Clause Samples
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Overriding Principle. (a) The parties agree that the overriding intention is for security in respect of the Note Documents only to be granted by each Foreign Guarantor incorporated in a Covered Jurisdiction (as defined below) and certain direct parent companies incorporated or formed or organized in a Covered Jurisdiction or the United States over
(i) In respect of each Foreign Guarantor which is incorporated or formed or organized in a Covered Jurisdiction, the Capital Stock of such Foreign Guarantor owned by another Grantor incorporated or formed or organized in a Covered Jurisdiction or the United States;
(ii) In respect of each Foreign Guarantor which is incorporated or formed or organized in a Covered Jurisdiction which becomes a Grantor under any Note Document, (x) the Capital Stock of each other Grantor incorporated or formed or organized in a Covered Jurisdiction or the United States owned by it and (y) material, long-term, structural intra-group receivables representing the on-lending of the Loans (“Structural Intercompany Receivables”) and owed to it by each Foreign Guarantor, in each case pursuant to a security agreement agreed in a manner consistent with these Agreed Security Principles (the “Overriding Principle”) and that no other security shall be required to be given (or maintained) by any other person or in relation to any other asset;
(b) Without prejudice to paragraph (a) above, no guarantees shall be required to be granted by and no security shall be required to be granted by (or over shares, ownership interests or investments in) any joint venture or similar arrangement, any minority interest or any member of the Group that is not wholly owned by another member or members of the Group.
(c) Where security is granted by any Foreign Guarantor (in connection with its accession to the Note Documents as a Grantor) pursuant to, and in accordance with, the Overriding Principle, such security will be deemed to be consistent with, and equivalent in all respects to, any security granted by subsidiaries which are not Foreign Guarantors in favor of the First Lien Secured Parties under the Indenture and such security will conclusively satisfy all collateral and guarantee requirements in the Note Documents.
Overriding Principle. (a) The guarantees and security to be provided in respect of the Notes in accordance with the Agreed Security Principles are only to be given by (or over shares held in) wholly owned Material Subsidiaries which are incorporated in the United Kingdom, the Netherlands, Sweden, Switzerland and Belgium and not any other jurisdiction (each other jurisdiction being an “Excluded Jurisdiction”) and no security or guarantees shall be required to be given by (or over shares, ownership interests or investments in) any person incorporated in an Excluded Jurisdiction.
(b) The parties agree that the overriding intention, subject to paragraph (a) above, is for security only to be granted by or in relation to:
(i) CCO International Holdings B.V. (the “Parent”) over:
(A) its shares in the capital of the Issuer; and
(B) any receivable in respect of any intercompany loan entered into between the Parent (as lender) and the Issuer or any Collateral Subsidiary not incorporated in an Excluded Jurisdiction (as borrower) (each such receivable being a “Structural Intercompany Receivable”);
(ii) the Issuer over any Structural Intercompany Receivables between the Issuer (as lender) and any Collateral Subsidiaries not incorporated in an Excluded Jurisdiction (as borrower);
(iii) the Issuer and any Collateral Subsidiary over its material bank accounts (without control over use unless a Declared Default is continuing); and
(iv) any holding company of a Collateral Subsidiary (whether or not such holding company is a Guarantor) over its shares in such Collateral Subsidiary, (the “Overriding Principle”) and that no other security shall be required to be given by any other member of the Group or in relation to any other asset unless specifically otherwise requested or agreed to by the Issuer (in its absolute discretion).
Overriding Principle. There is an essential ingredient of the Flexible Working Hours System that overrides all other considerations: job responsibility. The job must not suffer, nor must the other jobs in the organization. The primary consideration for all departments is providing high-quality and efficient municipal services. A flexible working hours arrangement shall not be permitted if it would diminish the level or quality of service to the public, if it would result in an additional cost to the Corporation (e.g. in overtime pay), or if it would adversely affect other employees.
Overriding Principle. (a) Subject to paragraph (b) below, the parties agree that the overriding intention is for security in respect of the Note Documents only to be granted over (subject, in each case, to any timeframes set out in the Note Documents for granting such security), (i) substantially all assets of each Foreign Subsidiary Guarantor (subject to customary exclusions and the terms of these Agreed Security Principles) in any jurisdiction where all-asset/floating security is available; provided that a floating charge (or similar security) shall not be required to be granted or continue to subsist where to do so would be expected to have an adverse effect on the ability of the grantor to conduct its operations and business (as determined in good faith by such grantor and the Collateral Agent (acting at the direction of the Required Noteholder Parties)) and, subject to the Collateral Agent’s determination that such matters will not adversely affect it (in consultation with local counsel and at the expense of the Issuer as set forth in the Indenture) the Collateral Agent shall be required (and shall be pre-
Overriding Principle. (a) The guarantees and security to be provided in respect of the Notes by Foreign Subsidiaries in accordance with these Agreed Security Principles are only to be given by Foreign Subsidiaries which are incorporated in England & Wales, France, Switzerland, Luxembourg, Germany, Denmark, Australia, New Zealand, Norway and the Netherlands (each a “Foreign Guarantor Jurisdiction”) and no security or guarantees shall be required to be given by foreign entities not incorporated in Foreign Guarantor Jurisdictions or by (or shares or investments in) any joint venture or similar arrangement, any minority interest or any Foreign Guarantor that is not directly or indirectly wholly owned by the Company.
(b) The parties agree that the overriding intention, subject to paragraph (a) above, is for security only to be granted by and shall be limited to a Foreign Guarantor which is incorporated in a Foreign Guarantor Jurisdiction in respect only over:
Overriding Principle. Any dispute arising out of or relating to this --------------------- Contract shall be resolved exclusively by the procedures set out in this Article 20. First, there shall be friendly discussions between the Shareholders based on the overriding principle that the Shareholders have agreed to establish the Company in order to generate maximum profits for each of the Shareholders.
Overriding Principle. Notwithstanding anything in Section B.3 (Partial Indemnification) and/or Section B.6 (Contribution) and for the avoidance of all doubt, where the Indemnitee incurs Expenses and is personally liable for the Expenses, the Company shall pay those Expenses if, apart from Section B.3 (Partial Indemnification) and/or Section B.6 (Contribution), the Expenses are payable by the Company, irrespective of whether any other person is also liable for such Expenses in whole or in part.
Overriding Principle. The parties agree that the overriding intention is for security only to be granted by:
Overriding Principle. (a) Where jobs are in excess to requirements due to (for example) turnover of contracts or action taken to retain or improve current contracts, the overriding aim will be to find alternative employment for employees who are displaced within a reasonable distance from their usual home residence.
(b) Whilst not excluding the possibility of redundancies, redundancy payments will only be payable where the Employer has exhausted all reasonable redeployment options.
Overriding Principle. The Parties agree that the overriding intention is for security in respect of the Finance Documents only to be granted by: