Swiss Terms. In this Agreement, where it relates to a company incorporated in Switzerland, a reference to a winding-up, administration, liquidation, insolvency or dissolution includes, without limitation, bankruptcy proceedings (Konkurs), any proceedings leading to a provisional or definitive payment moratorium (provisorische or definitive Nachlassstundung), any proceedings leading to an emergency moratorium (Notstundung), or any proceeding for a postponement of bankruptcy pursuant to article 725a of the Swiss Code of Obligations (Konkursaufschub).
Swiss Terms. In respect of any Loan Party incorporated in Switzerland, any obligations of, and the use of any enforcement proceeds of security provided by, such Loan Party set out in this Agreement or any other Loan Document shall be limited as set out in Section 6.03 (Swiss Guaranty Limitations) of the Foreign Guarantee Agreement, which shall apply mutatis mutandis.
Swiss Terms. In this Agreement, where it relates to a Swiss Obligor, a reference to liquidation, bankruptcy, insolvency, winding-up, reorganization, moratorium or any proceeding under any present or future bankruptcy, insolvency or similar applicable law means that such a Swiss Obligor is unable to or admits inability to pay its debts as they fall due (zahlungsunfähig), or is deemed to or declared to be unable to pay its debts, suspends or threatens to suspends making payments on any of its debts, or (i) has initiated against it, (ii) it is legally obliged to initiate, or (iii) initiates: (A) bankruptcy proceedings (Konkurs), (B) proceedings leading to a provisional or a definitive composition moratorium (provisorische oder definitive Nachlassstundung), (C) proceedings leading to an emergency moratorium (Notstundung), or (D) proceedings for a postponement of bankruptcy pursuant to articles 725a or 820 in conjunction with article 725a of the Swiss Code of Obligations (Konkursaufschub) or (E) any proceedings pursuant to articles 731b or 819 in conjunction with article 731b, articles 736 or 821 and article 939 of the Swiss Code of Obligations which lead to its dissolution or liquidation, or any proceeding having similar effects in force at that time.
Swiss Terms. In respect of any Note Guarantor incorporated in Switzerland, any obligations of, and the use of ant enforcement proceeds of security provided by such Note Guarantor set out in this Indenture shall be limited as set out in Section 6.03 (Swiss Guarantee Limitations) of the Foreign Guarantee Agreement, which shall apply mutatis mutandi.
Swiss Terms. It is understood and agreed that in Switzerland none of (i) any debt collection proceedings pursuant to articles 38 et seq. of the Swiss Federal Debt Enforcement and Bankruptcy Act of 11 April 1889, as amended from time to time (DEBA) which have not resulted in any Insolvency Proceedings, or (ii) proceedings in connection with a freezing order (Arrestverfahren) pursuant to article 271 et seq. DEBA do itself constitute Insolvency Steps.
Swiss Terms. In this Agreement, where it relates to a Swiss entity, a reference to:
(a) a “winding up”, “administration” or “dissolution” includes (a) a filing for the declaration of bankruptcy (demande d’ouverture de faillite/Antrag auf Konkurseröffnung) or a formal declaration of bankruptcy (ouverture de faillite/Konkurseröffnung) within the meaning of the DEBA, (b) the filing for a request for a moratorium (demande de sursis/Gesuch um Nachlassstundung) or a grant of a moratorium (sursis/Nachlassstundung), including an emergency moratorium (sursis extraordinaire/Notstundung) within the meaning of the DEBA, (c) its dissolution or liquidation and (d) the occurrence of a filing to the court in connection with its over-indebtedness pursuant to article 725b para. 3 CO;
Swiss Terms. In this Agreement, where it relates to a Foreign Loan Party that has its registered office in Switzerland and is registered with the competent commercial register in Switzerland and unless the contrary intention appears, a reference to:
Swiss Terms. In this Agreement, where it relates to Dermavant, a reference to any liquidation, bankruptcy, insolvency, winding-up, reorganization, moratorium or other proceeding under any present or future bankruptcy, insolvency or similar Applicable Law means that Dermavant is unable to or admits inability to pay its debts as they fall due (zahlungsunfähig) or is deemed or declared to be unable to pay its debts or suspends or threatens to suspends making payments on any of its debts or (a) has initiated against it, (b) is legally obliged to initiate or (c) initiates (i) bankruptcy proceedings (Konkurs), (ii) proceedings leading to a provisional or a definitive composition moratorium (provisorische oder definitive Nachlassstundung), (iii) proceedings leading to an emergency moratorium (Notstundung), (iv) proceedings for a postponement of bankruptcy pursuant to article 820 in conjunction with article 725a of the Swiss Code of Obligations (Konkursaufschub) or (v) any proceedings pursuant to article 819 in conjunction with article 731b, and articles 821 and 939, of the Swiss Code of Obligations that lead to its dissolution or liquidation, or any proceeding having similar effects in force at that time.
Swiss Terms. (a) In this Agreement, where it relates to a Loan Party incorporated or established under the laws of Switzerland (a “Swiss Loan Party”), any reference to constitutional or organizational documents includes a copy of a certified excerpt from the commercial register, a copy of the certified up-to-date articles of association (evidencing, where relevant, the capacity to enter into obligations of an upstream or cross-stream nature) and, if applicable, a copy of the organizational regulations.
(b) In this Agreement, where it relates to a Swiss Loan Party, a reference to liquidation, bankruptcy, insolvency, reorganization, moratorium or any other proceeding under an applicable law means that such Swiss Loan Party is unable to or admits inability to pay its debts when due (zahlungsunfähig), is deemed to or declared to be unable to pay its debts, suspends or threatens to suspends making payments on any of its debts, is over indebted (überschuldet), or (i) has initiated against it, (ii) is legally obliged to initiate, or (iii) initiates: (A) bankruptcy proceedings (Konkurs), (B) proceedings leading to a provisional or a definitive composition moratorium (provisorische oder definitive Nachlassstundung), (C) proceedings leading to an emergency moratorium (Notstundung), (D) proceedings for a postponement of bankruptcy pursuant to article 725a of the Swiss Code of Obligations (Konkursaufschub) or (E) any proceedings pursuant to article 731b of the Swiss Code of Obligations which leads to its dissolution or liquidation, or any proceeding having similar effects in force at that time.
(g) Section 5.11 of the Existing Credit Agreement is hereby amended by inserting the following new paragraph (c) therein:
Swiss Terms. In this Agreement and any other Finance Documents, where it relates to a Swiss Obligor, a reference to: "constitutional documents” means an up-to-date certified extract from the commercial register, an up-to-date and certified copy of the articles of association and a copy of the organizational regulations (if available and relevant);
