Swiss Guarantors Sample Clauses
The 'Swiss Guarantors' clause defines the role and obligations of entities incorporated in Switzerland that act as guarantors under an agreement. It typically outlines the specific requirements these Swiss entities must meet to provide valid guarantees, such as compliance with Swiss corporate law, board approvals, and limitations on the scope of their guarantee due to local legal restrictions. This clause ensures that any guarantees provided by Swiss entities are legally enforceable and compliant with Swiss regulations, thereby reducing the risk of invalid or unenforceable guarantees in cross-border transactions.
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 all actions required pursuant to paragraph (d) below, make such Guarantee Payment in full (less, if required, any Swiss Withholding Tax).
(c) If so required under Swiss law (including double tax treaties to which Switzerland is a party) at the time it is required to make a payment under this ARTICLE VII or the Security Documents, the applicable Swiss Guarantor (1) may deduct the Swiss Withholding Tax at the rate of 35% (or such other rate as may be in force at such time) from any payment under this ARTICLE VII or the Security Documents, (2) may pay the Swiss Withholding Tax to the Swiss Federal Tax Administration, and (3) shall...
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:
(a) The obligations, liabilities, indemnities and undertakings of as well as the application of net proceeds resulting from the realization of any security granted by a Swiss Guarantor under its Guarantee in relation to obligations, liabilities, indemnities or undertakings of the Company or another Guarantor (other than the relevant Swiss Guarantor or any of its Subsidiaries) (“Up- and Cross-stream Obligations”) shall be limited to its Free Reserves Available for Distribution (all in accordance with Art. 675 paragraph 2 and Art. 671 paragraph 1 and 2 no. 3 of the Swiss Code of Obligations) at the time of (1) the enforcement of such obligations, liabilities, indemnities, guaranties or undertakings or (2) such application of the net proceeds resulting from the foreclosure in or realization on the security granted by any Swiss Guarantor, always provided that any such Up- and Cross-stream Obligations would otherwise lead to an actual violation of the prohibition to repay any capital contributions (Verbot der Einlagenrückgewähr) or to a prohibited distribution of profits pursuant to the Swiss Code of Obligations (verbotene Gewinnausschüttung).
(b) For the purpose of the preceding subsection (a), “Free Reserves Available for Distribution” means the maximum amount of the Swiss Guarantor's profits and reserves available for distribution at the time of the enforcement of (1) such obligations, liabilities, indemnities or undertakings or (2) the application of the net proceeds resulting from the foreclosure in or realization on the security granted by any Swiss Guarantor presently being equal to the positive difference between:
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).
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. (a) In this Subclause:
Swiss Guarantors. TRONOX INTERNATIONAL HOLDINGS GMBH
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.