Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur télécharger pdf (Page 230)

by any other means than in cash or by bill of exchange; the sale of assets without consideration or for materially inadequate

consideration) must be set aside or declared null and void, as the case may be, if so requested by the insolvency receiver;

(II) Article 446 of the Luxembourg Code of Commerce states that payments made for matured debts as well as other transactions

concluded for consideration during the suspect period are subject to cancellation by the court upon proceedings instituted by

the insolvency receiver if they were concluded with the knowledge of the bankrupt's cessation of payments; and

(III) Regardless of the suspect period, article 448 of the Luxembourg Code of Commerce and article 1167 of the civil code (actio

pauliana) give the creditor the right to challenge any fraudulent payments and transactions made prior to the bankruptcy,

without limitation of time.

The opinion expressed in paragraph III. 1. above is qualified as follows:

(i) a search at the clerk’s office of the Luxembourg district court (sitting in commercial matters) or with the Luxembourg Trade

and Companies Register is not necessarily capable of conclusively revealing whether or not a winding-up petition or a petition

for the making of an administration or bankruptcy order or similar action has been presented by or against the Company; and

(ii) the corporate documents (including, but not limited to, the notice of a winding-up order or resolution, notice of the

appointment of a receiver, manager, administrator or administrative receiver) may not be deposited immediately at the clerk’s

office of the Luxembourg district court (sitting in commercial matters) and/or with the Luxembourg Trade and Companies

Register and there may be a delay in the relevant notice appearing on the files, respectively the information available on the

internet site of the Luxembourg Trade and Companies register, regarding the relevant party. Such a document may also not

have been filed in the Company’s file or be on record at the internet site of the Luxembourg Trade and Companies Register.

As used in this opinion, the term enforceable means in relation to each obligation or document, that it is of a type which may

be enforced by the Luxembourg courts. Nonetheless, it is not certain, however, that each obligation or document will be

enforced in accordance with its terms in every circumstance, enforcement being subject in particular to, inter alia, the nature

of the remedies available in the Luxembourg courts, the acceptance by such court of jurisdiction, the discretion of the courts

(within the limits of Luxembourg law), the power of such courts to stay proceedings, the provisions of Luxembourg civil

procedure rules regarding remedies and enforcement measures available under Luxembourg law. Enforcement may further

be limited by general principles of equity and good faith.

The question as to whether or not any provision of the Opinion Documents which may be invalid on account of illegality may

be severed from the other provisions thereof in order to save those other provisions would be determined by the Luxembourg

courts in their discretion.

This legal opinion is given on the express basis, accepted by each person who is entitled to rely on it, that this legal opinion and all

rights, obligations or liability in relation to it are governed by, and shall be construed in accordance with, Luxembourg law and that

any action or claim in relation to it can only be brought exclusively before the courts of Luxembourg.

Source: BLACK & DECKER CORP, 10-K, February 19, 2010 Powered by Morningstar

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Black & Decker CYCLONE BLC12600BUC Manuel d'utilisateur Page 230