Swiss Limitation Sample Clauses

Swiss Limitation. Notwithstanding anything to the contrary in this Agreement and the other Loan Documents, the obligations of Mesoblast SUI or any other Loan Party incorporated in Switzerland (collectively, the “Swiss Borrower”) and the rights of Agent and Lender under this Agreement and the other Loan Documents are subject to the following limitations:
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Swiss Limitation. No Swiss Borrower shall be liable under this Agreement or any other Loan Document for obligations (including, for the avoidance of doubt, the obligations under this Section 11.04) of any other Loan Party which is a wholly or partially owned direct or indirect Subsidiary of the Swiss Borrower, unless the Subsidiary is a Swiss Borrower itself. If and to the extent a Swiss Borrower becomes liable under this Agreement or any other Loan Document for obligations (including, for the avoidance of doubt, the obligations under this Section 11.04) of any other Loan Party (other than the wholly owned direct or indirect subsidiaries of the Swiss Borrower) and if complying with such obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the NYDOCS02/1167307 109 payment of a (constructive) dividend (Gewinnausschüttung) by such Swiss Borrower or would otherwise be restricted under Swiss law and practice then applicable (the “Swiss Restricted Obligations”), such Swiss Borrower’s aggregate liability for Swiss Restricted Obligations shall not exceed the amount of the Swiss Borrower’s freely disposable equity in accordance with Swiss law, as determined at such time in accordance with Swiss law and applicable Swiss accounting principles, and, if and to the extent required by applicable Swiss law, confirmed by the auditors of such Swiss Borrower on the basis of an interim audited balance sheet as of that time (the “Swiss Freely Disposable Amount”). The limitation set forth above shall only apply to the extent it is a requirement under applicable law at the time the Swiss Borrower is required to perform Swiss Restricted Obligations under this Agreement or any other Loan Document. Such limitation shall not free the Swiss Borrower from its obligations in excess of the Swiss Freely Disposable Amount, but merely postpone the performance date thereof until such times when the Swiss Borrower has again freely disposable equity and if and to the extent such freely disposable equity is available. The Swiss Borrower shall take and cause to be taken all and any action, to the extent reasonably practical and possible, including, without limitation, (i) the passing of any shareholders’ resolutions to approve any payment or other performance under this Agreement or any other Loan Documents, (ii) the provision of an audited interim balance sheet, (iii) the provision of a confirmation from the au...
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Swiss Limitation. Any obligations assumed by any Swiss Guarantor under this Agreement or any other Loan Document (the “Swiss Guarantor Obligations”) shall be subject to the following limitations:
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Swiss Limitation. 18.11.1 The aggregate liability of a Swiss Obligor under the provision of this Clause 18 and Clause 31 (Parallel Debt) as well as any and all security, guarantee, joint liability, representation, warranty, undertaking, indemnity, parallel debt, abstract acknowledgement of debt or other obligation incurred in connection with any and all Finance Documents for, or with respect to, obligations of any other Obligor or all Obligors or other third party, as well as the use of the proceeds resulting from the enforcement of the security granted under this Agreement and any other security granted by the Swiss Obligor in connection with the Finance Documents shall be limited to the Swiss Obligor’s unrestricted equity capital surplus (including the unrestricted portion of general and statutory reserves, other free reserves, retained earnings and current net profits), less any Swiss withholding tax at the rate of 35% (or such other rate in force and applied from time to time) to the extent to be deducted and/or withheld under Swiss law, subject to any applicable double taxation treaty, available for distribution to the shareholder(s) of the Swiss Obligor under the Swiss Code of Obligations at the time of the start of enforcement, which amount shall be determined in the following procedure:
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Swiss Limitation. (a) If and to the extent that a Guarantor incorporated under the laws of Switzerland (a “Swiss Guarantor”) becomes liable under this Indenture or otherwise in connection with the Notes for Obligations of its Affiliates (other than its Subsidiaries) and if complying with such Obligations would constitute a repayment of capital (Einlagerückgewähr), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) by the Swiss Guarantor or would otherwise be restricted under then applicable Swiss law (the “Swiss Restricted Obligations”), the aggregate liability of the Swiss Guarantor for Swiss Restricted Obligations shall be limited to the amount of unrestricted equity capital available for distribution as dividends to the shareholders of the Swiss Guarantor at the time the Swiss Guarantor is required to perform the Swiss Restricted Obligations (the “Swiss Maximum Amount”).
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Swiss Limitation. Notwithstanding anything to the contrary in this Agreement and the other Note Documents, the obligations of Myovant Switzerland or any other Note Party incorporated in Switzerland (collectively, the “Swiss Guarantor”) and the rights of Agent and the Purchasers under this Agreement and the other Note Documents are subject to the following limitations:
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Swiss Limitation. Notwithstanding anything to the contrary in this Agreement and any other Secured Debt Document, the obligations of any Grantor incorporated in Switzerland or, if different, any Grantor is considered to be tax resident in Switzerland for Swiss Withholding Tax purposes (a “Swiss Subsidiary Grantor”) and the rights of the Secured Parties are subject to the following limitations:
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Related to Swiss Limitation

  • Loss Limitation Losses allocated pursuant to Section 3.2 of this Agreement shall not exceed the maximum amount of Losses that can be allocated without causing any Unit Holder to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Unit Holders would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 3.2 of this Agreement, the limitation set forth in this Section 3.5 shall be applied on a Unit Holder by Unit Holder basis and Losses not allocable to any Unit Holder as a result of such limitation shall be allocated to the other Unit Holders in accordance with the positive balances in such Unit Holder’s Capital Accounts so as to allocate the maximum permissible Losses to each Unit Holder under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

  • Minimum Amounts; Limitation on Number of Borrowings At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of 8 Eurodollar Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

  • Rounding of Calculations; Minimum Adjustments All calculations under this Section 13 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest one- hundredth (1/100th) of a share, as the case may be. Any provision of this Section 13 to the contrary notwithstanding, no adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable shall be made if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Common Stock, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of Common Stock, or more.

  • Exchange Rate The transfers referred to in Articles 6 to 8 of this Agreement shall be effected at the prevailing market rate in freely convertible currency on the date of transfer

  • Adjustment in Number of Shares Upon each adjustment of the Exercise Price pursuant to the provisions of this Paragraph 4, the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

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