Morgan plc. Obligor means KDG or a Borrower. Obligor Accession Deed means a deed of accession pursuant to which any person or entity accedes, inter alia, to the Credit Agreement as Additional Borrower. Original Hedging Bank means each of:. Original Lender means each of:. Request means any request for the draw down of any credit facility under the Credit Agreement by any Obligor.
Security means any and all security granted to secure the Secured Claims. Security Trust Agreement means the agreement dated on or about the date hereof between, amongst others, KDG, KDVS, the Security Agent and the other Finance Parties under which the Security Agent has been granted certain rights and has assumed certain obligations in relation to the German Security Documents as defined therein. Subsidiary means any of:. Underwriter means each of:. Transfer Certificate means any transfer certificate pursuant to which any rights under the Credit Agreement shall be transferred by novation or otherwise to any New Lender.
In addition, the Security Agent accepts each of the Pledges for and on behalf of each Future Pledgee hereunder as proxy without power of attorney Vertreter ohne Vertretungsmacht. Each Future Pledgee will ratify such acceptance for itself by executing an accession agreement to the Security Trust Agreement being substantially in the form as set out in Schedule 3 to this Agreement thereby becoming a Pledgee.
All Parties hereto confirm that the validity of any of the Pledges constituted hereunder shall not be affected by the Security Agent acting as proxy without power of attorney for each Future Pledgee. The Pledge is in addition, and without prejudice, to any other security any and all of the Pledgees may now or hereafter hold in respect of the Secured Claims.
The validity and effect of each of the Pledges shall be independent from the validity and the effect of any of the other Pledges created hereunder and is in addition, and without any prejudice, to any other security which any and all of the Pledgees may now or hereafter hold in respect of the Secured Claims. Each Pledge to each of the Pledgees shall be a separate and individual pledge.
Language, translation and the problem of international accounting communication
Each of the Pledges shall rank pari passu to each other Pledge created hereunder. The Pledge is constituted in order to secure the prompt and complete satisfaction of any and all Secured Claims. Prior to the fulfilment of the conditions set forth in Clause 6. The Pledgees shall at all times until the full and complete satisfaction of all the Secured Claims in exercising their rights under this Agreement take into consideration the legitimate interest of the Pledgor.
Until then, the Security Agent shall be entitled to treat all enforcement proceeds as additional collateral for the Secured Claims, notwithstanding its right to seek satisfaction from such proceeds at any time. Upon full and complete satisfaction of all Secured Claims the Security Agent shall confirm to the Pledgor upon its request that the Accounts or any of them are released from the Pledge.
Translation of «Realisationsprinzip» into 25 languages
The Pledgor undertakes to procure that all its present and future receivables are and will be duly paid into the Accounts and that any and all of its debtors will be instructed to make payment into the Accounts. The Pledgor shall have the right to deliver the account statements on a readable and compatible disk, by e-mail or any other electronical communication approved by the Security Agent. The Pledgor may contact the Security Agent from time to time with a view to agreeing the necessary details. Furthermore, the Pledgor undertakes to the Security Agent and the Pledgees:.
The Security Agent may, at its discretion, determine which part of the Security shall be released. No failure to exercise, nor any delay in exercising, on the part of the Security Agent or the Pledgees or any of them , any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.
This Agreement shall remain in full force and effect until the full and complete satisfaction of the Secured Claims. The Pledges shall not cease to exist, if any payments made in satisfaction of the Secured Claims have only temporarily discharged the Secured Claims. This Agreement shall create a continuing security which means that no change or amendment whatsoever in any Finance Document or in any document or agreement related thereto shall affect the validity of this Agreement.
None of such other securities or guarantees shall prejudice, or shall be prejudiced by, or shall be merged in any way with, this Agreement. The Pledgor must pay to each Finance Party the amount of all costs and expenses including the costs and expenses of legal advisers incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document.
If any provision of this Agreement or any part thereof should be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions hereof. The invalid or unenforceable provision shall be replaced by that provision which best meets the intent of the replaced provision. Unless otherwise agreed from time to time, any notice or other communication under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.
This Agreement shall be governed by and construed in accordance with the laws of Germany. Login or register free and only takes a few minutes to participate in this question. You will also have access to many other tools and opportunities designed for those who have language-related jobs or are passionate about them. Participation is free and the site has a strict confidentiality policy. You can request verification for native languages by completing a simple application that takes only a couple of minutes.
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Grading comment "German generally accepted standards" seems to win in terms of Ghits, but this definitely looks like the correct official name of the beast. Well, they certainly audited the accounts, so the two seem to go hand in hand. I hope you didn't use "GAAP" or the word "accounting" in this context Automatic update in Kommentare zu dieser Antwort und Antworten vom Beantworter der Frage. Peer comments on this reference comment and responses from the reference poster.
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View forum View forum without registering on UserVoice. You have native languages that can be verified You can request verification for native languages by completing a simple application that takes only a couple of minutes. View applications. The silent partners are obliged to promptly take a position. The silent partners are entitled to examine all records that are underlying the businesses requiring consent. If within 4 weeks from the delivery of a respective request there is no statement by the Silent partners, this shall be deemed to constitute consent; the request for making a statement shall explicitly refer to this legal consequence.
The Silent Partner participates in the results, the assets and in the hidden reserves of the partnership. Disregarding the fact that legally no joint total assets of the partnership exist, the assets of the Partnership shall be treated inter partes as joint assets.
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In particular, the participation of the Silent Partner extends to the value growth in assets and in the hidden and open reserves of the Partnership. The Silent Partner shall be entitled to exercise his information and control rights through a attorney-at-law, a tax advisor or a chartered accountant.
The Silent Partner shall keep all matters of the partnership that became known to him confidential. Pursuant to commercial legal provisions and tax legal provisions, the Owner is obliged to keep books and records and to set up annual accounts. The partnership has to comply with such obligations also in the interest of the silent partners. The annual accounts balance sheet, profit and loss statement shall be set up by the Owner within the statutory time periods following the end of the business year.
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Furthermore, the provisions of the assessment of taxable income shall be decisive. A copy of the annual accounts shall be sent to the Silent Partner. Any objections against the annual accounts shall be made by the Silent Partner in writing and within one month from the receipt of the annual accounts at latest.
After expiration of this period, the annual accounts shall be deemed approved. Share of losses shall be booked on a loss account Verlustkonto. As long as this account shows shares of losses, the shares in profit shall only be credited to such loss account. All other book entries relating to the Silent Partner, in particular profit credits — unless they have to be credited to the loss account — and payments Auszahlungen shall be made via a private account Privatkonto.
If the annual accounts of the Owner e. Shares in loss shall only be allocated to the Silent Partner, as long as their aggregate amount does not exceed the paid in contribution. The Silent Partner shall in no case be obliged to make any additional contributions.