Swiss Guarantors. If and to the extent that (i) the obligations under this ARTICLE VII of any Swiss Guarantor are for the exclusive benefit of any of such Swiss Guarantor’s Affiliates (other than such Swiss Guarantor’s direct or indirect Subsidiaries) and (ii) complying with the obligations under this ARTICLE VII would constitute a repayment of capital (restitution des apports) or the payment of a (constructive) dividend (distribution de dividende), the following shall apply:
Swiss Guarantors. The liability of each of Guarantor who is organized under the laws of Switzerland (each, a “Swiss Guarantor”) under this Guaranty Agreement and the other Loan Documents in respect of the obligations of another Loan Party shall be limited as GUARANTY AGREEMENT (US), Page 1 follows notwithstanding any provision in this Guaranty Agreement or any other Loan Document to the contrary:
Swiss Guarantors. The liability of each Guarantor who is organized under the laws of Switzerland (each, a “Swiss Guarantor”) shall be limited as follows notwithstanding any provision in this Indenture to the contrary:
Swiss Guarantors. Each Swiss Guarantor will comply with the Non-Qualifying Bank Creditor Rules; provided that, for this purpose, each Swiss Guarantor shall assume at all times that the number of existing Lenders and Participants hereunder which are not, in each case, Qualifying Bank Creditors shall be ten (10).
Swiss Guarantors. If and to the extent that (i) the obligations under this ARTICLE VII of any Swiss Guarantor are for the exclusive benefit of any of such Swiss Guarantor’s Affiliates (other than such Swiss Guarantor’s direct or indirect Subsidiaries) and (ii) complying with the obligations under this ARTICLE VII would constitute a repayment of capital (restitution des apports) or the payment of a (constructive) dividend (distribution de dividende), the following shall apply: (a) The aggregate obligations under this ARTICLE VII of any Swiss Guarantor shall be limited to the maximum amount of such Swiss Guarantor’s profits and reserves available for distribution, in each case in accordance with, without limitation, articles 671 para.1 to 3 and 675 para.2 of the Swiss Code of Obligations (the “Available Amount”) at the time any Swiss Guarantor makes a payment under this ARTICLE VII (provided such limitation is still a legal requirement under Swiss law at that time). (b) Immediately after having been requested to make a payment under this ARTICLE VII (the “Guarantee Payment”), each Swiss Guarantor shall (i) provide the Administrative Agent, within thirty (30) Business Days from being requested to make the Guarantee Payment, with (1) an interim audited balance sheet prepared by the statutory auditors of the applicable Swiss Guarantor, (2) the determination of the Available Amount based on such interim audited balance sheet as computed by the statutory auditors, and (3) a confirmation from the statutory auditors that the Available Amount is the maximum amount which can be paid by the Swiss Guarantor under this ARTICLE VII without breaching the provisions of Swiss corporate law, which are aimed at protecting the share capital and legal reserves, and (ii) upon receipt of the confirmation referred to in the preceding sentence under (3) and after having taken 196 1120544.02G-CHISR02A - MSW
Swiss Guarantors. (a) If and to the extent that a payment in fulfilling the guarantee obligations under Clause 16.1 (Guarantee and indemnity) of a Guarantor incorporated under the laws of Switzerland (a Swiss Guarantor) would, at the time payment is due, under Swiss law and practice (inter alia, prohibiting capital repayments or restricting profit distributions) not be permitted, in particular if and to the extent the Swiss Guarantor guarantees obligations other than obligations of one of its subsidiaries (i.e. obligations of its direct or indirect parent companies (up-stream guarantee) or sister companies (cross-stream guarantee)) (Restricted Obligations), then such obligations and payment amount shall from time to time be limited to the amount permitted to be paid; provided that such limited amount shall at no time be less than such Swiss Guarantor’s profits and reserves available for the distribution as dividends (being the balance sheet profits and any reserves available for this purpose, in each case in accordance with art. 675(2) and art. 671(1) and (2), no. 3, of the Swiss Federal Code of Obligations) at the time or times payment under or pursuant to Clause 16.1 (Guarantee and indemnity) is requested from the Swiss Guarantor, and further provided that such limitation (as may apply from time to time or not) shall not (generally or definitively) free the Swiss Guarantor from payment obligations hereunder in excess thereof, but merely postpone the payment date therefor until such times as payment is again permitted notwithstanding such limitation. Any and all indemnities and guarantees contained in the Finance Documents including, in particular, Clause 12.3 (Tax indemnity) of this Agreement shall be construed in a manner consistent with the provisos herein contained.
Swiss Guarantors. Each Guarantee granted hereby by any New Guarantor that is organized under the laws of Switzerland (a “Swiss Guarantor”) shall be limited by the following provisions:
Swiss Guarantors. Each of the Swiss Guarantors is executing this Agreement solely to evidence its obligation to issue its respective Subsidiary Guarantee and Exchange Security Guarantee pursuant to the terms of the Indenture. Each of Ethyl Services GmbH's and Ehtyl Administration GmbH's liability (whether arising under contract, tort or otherwise) under this Agreement shall at all times be limited to the amount of its balance sheet profit available at the time of the payment, as determined by their respective independent auditors, based upon their duly audited financial statements at the time of such payment, taking into consideration any reduction of the balance sheet profit from the date of the annual financial statements and the time of the payment, minus 35% for the applicable withholding tax.
Swiss Guarantors. TRONOX INTERNATIONAL HOLDINGS GMBH TRONOX FINANCE GMBH By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: managing director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: managing director [Seventh Supplemental Indenture (2012)] WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Vice President
Swiss Guarantors. (a) In this Subclause:
