Limitations Applicable to Swiss Guarantors. Each Guarantor incorporated, organized or formed, as the case may be, in Switzerland (a “Swiss Guarantor”) and by its acceptance hereof, each Holder, hereby confirm that the liability of such Swiss Guarantor shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Swiss Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor, result in the obligations of such Swiss Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. The obligations of any Swiss Guarantor under its Note Guarantee shall be limited so that they do not result in a prohibited repayment of the share capital of such Swiss Guarantor (Section 680 of the Swiss Code of Obligations), and infringe the mandatory provisions on reserves (Sections 671 to 674 of the Swiss Code of Obligations).
Limitations Applicable to Swiss Guarantors. Each Guarantor that as of the date of this Indenture or thereafter is incorporated, organized or formed, as the case may be, in Switzerland (a “Swiss Guarantor”) and by its acceptance hereof, each Holder and the Trustee, hereby agree that, notwithstanding any other provision of this Indenture or any related agreements or certificates, (i) the liability of such Swiss Guarantor shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Swiss Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor, result in the obligations of such Swiss Guarantor under its Note Guarantee, this Indenture and under any other documents to which such Swiss Guarantor is a party not (a) constituting a fraudulent conveyance or fraudulent transfer under, or (b) otherwise violating, applicable law, in particular, but not limited to, the rules on capital maintenance of Swiss stock corporations and limited liability companies pursuant to the Swiss Code of Obligations and (ii) each Swiss Guarantor shall, in connection with payments made by such Swiss Guarantor under this Article 11, any other provision of this Indenture and under any other documents to which such Swiss Guarantor is a party, comply with all applicable law such as corporate and tax law.
Limitations Applicable to Swiss Guarantors. Each Guarantor incorporated, organized or formed, as the case may be, in Switzerland (a "Swiss Guarantor"), and by its acceptance hereof, each Holder and Trustee, hereby confirm that the enforcement of a Swiss Guarantor's Guarantee shall be limited in that the Swiss Guarantor' s Guarantee shall only be enforceable to the extent and in the maximum amount of its profits and other reserves available for the distribution of dividends at the time of the enforcement of the Guarantee in accordance with the applicable provisions of the Swiss Federal Code of Obligations.
Limitations Applicable to Swiss Guarantors. Any obligations of and payments by each Guarantor incorporated, organized or formed, as the case may be, in Switzerland (a “Swiss Guarantor”), including Xxxxxx Xxxxxxxx Pharmaceuticals S.à x.x., under this Indenture are subject to any limitation under applicable law, in particular, Swiss corporate law and the principles developed thereunder in relation to financial assistance and up-stream guarantees. Subject to Section 11.25 of this Indenture, the Swiss Guarantor may deduct the withholding tax if due under Swiss law and shall as soon as possible after the deduction ensure that any person which is entitled to a full or partial refund of such tax is in a position to apply for such refund and in case the Swiss Guarantor has received any refund of the tax, pay such refund to the Trustee upon receipt thereof.
