Switzerland. Notifications
Switzerland. NOTIFICATIONS
Switzerland. Each Underwriter represents and agrees, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, that it has not offered, sold or advertised and will not offer, sell or advertise, directly or indirectly, Securities to the public in, into or from Switzerland and that it has not distributed, or otherwise made available, and will not distribute or otherwise make available, the Prospectus Supplement or any other offering or marketing material relating to the Securities to the public in Switzerland. “Public” shall have the meaning as per articles 652a and 1156 of the Swiss Code of Obligations.
Switzerland. The Company and the Guarantor will not be required to make any payments of Additional Amounts described above in respect of any present or future tax, assessment or other governmental charge imposed by Switzerland, or any political subdivision or taxing authority thereof or therein, for or on account of:
Switzerland. Where Applicable Laws of Switzerland requires sufficient safeguards for the adequate protection of Personal Data transferred to a third country, the EU SCCs shall apply. In case of a transfer from Switzerland subject to the data protection law of Switzerland, the terms below will have the following substituted meanings for the purposes of the EU Clauses: (i) “
Switzerland. To the extent a Data Controller in Switzerland or its Authorized Users intend to enter Personal Data of legal entities (also considered personal data under the Swiss Federal Act on Data Protection) into the Service, Customer agrees to first obtain the consent (in the sense of Art. 6 para. 2, lit. b. of the Swiss Federal Act on Data Protection) of such legal entity (Data Subject) before using the Service, as described herein, for such Data Subject(s). SAP agrees to afford to such personal data a similar level of protection as set forth in Sections 1, 2 and 5 of this Exhibit.
Switzerland. 2.1 The definition of “Data Protection Law” includes the Swiss Federal Act on Data Protection, as revised (“FADP”).
2.2 To the extent that Personal Information transfers from Switzerland are subject to the EU Standard Contractual Clauses in accordance with Section 1.2 of Schedule 3 (Cross Border Data Transfer Mechanisms), the following amendments will apply to the EU Standard Contractual Clauses:
a) references to "EU Member State" and "Member State' will be interpreted to include Switzerland, and
b) insofar as the transfer or onward transfers are subject to the FADP:
i. references to "Regulation (EU) 2016/679" are to be interpreted as references to the FADP;
ii. the "competent supervisory authority" in Xxxxx X, Part C will be the Swiss Federal Data Protection and Information Commissioner;
iii. in Clause 17 (Option 1), the EU Standard Contractual Clauses will be goverened by the laws of Switzerland; and
iv. in Clause 18(b) of the EU Standard Contractual Clauses, disputes will be resolved before the courts of Switzerland.
Switzerland. (i) The aggregate liability of any Swiss Guarantor under this Agreement (in particular, without limitation, under this Article VII) and any and all other Loan Documents for, or with respect to, obligations of any other Loan Party (other than the wholly owned direct or indirect Subsidiaries of such Swiss Guarantor) shall not exceed the amount of such Swiss Guarantor’s freely disposable equity in accordance with Swiss law, presently being the total shareholder equity less the total of (A) the aggregate share capital and (B) statutory reserves (including reserves for own shares and revaluations as well as capital surplus (agio)) to the extent such reserves cannot be transferred into unrestricted, distributable reserves). The amount of freely disposable equity shall be determined by the statutory auditors of the relevant Swiss Guarantor on the basis of an audited annual or interim balance sheet of such Swiss Guarantor, to be provided to the Administrative Agent by the Swiss Guarantor promptly after having been requested to perform obligations limited pursuant to this Section 7.09(n) (together with a confirmation of the statutory auditors of such Swiss Guarantor that the determined amount of freely disposable equity complies with this Section 7.09(n) and the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves).
(i) The limitation in clause (i) above shall only apply to the extent it is a requirement under applicable law at the time the Swiss Guarantor is required to perform under the Loan Documents. Such limitation shall not free the Swiss Guarantor from its obligations in excess of the freely disposable equity, but merely postpone the performance date thereof until such times when the Swiss Guarantor has again freely disposable equity if and to the extent such freely disposable equity is available. 100
(ii) Each Swiss Guarantor shall, and any holding company of a Swiss Guarantor which is a party to any Loan Document shall procure that each Swiss Guarantor will, take and cause to be taken all and any action, including, without limitation, (A) the passing of any shareholders’ resolutions to approve any payment or other performance under this Agreement or any other Loan Documents and (B) the obtaining of any confirmations which may be required as a matter of Swiss mandatory law in force at the time the respective Swiss Guarantor is required to make a payment or perform other obligations under this Agreement or any ...
Switzerland. Each Underwriter acknowledges that the Preliminary Final Prospectus, the Final Prospectus and the Issuer Free Writing Prospectus, each relating to the Securities and dated September 10, 2024, are not intended to constitute an offer to the public or solicitation to purchase or invest in the Securities. Each Underwriter represents and agrees, on behalf of itself and each of its affiliates that participates in the initial distribution of the Securities, that it has not offered, sold or advertised and will not offer, sell or advertise, directly or indirectly, Securities to the public in, into or from Switzerland and that it has not distributed, or otherwise made available, and will not publicly distribute or otherwise make available, the Preliminary Final Prospectus, the Final Prospectus, the Issuer Free Writing Prospectus or any other offering or marketing material relating to the Securities to the public in Switzerland.
Switzerland. Until Swiss relevant authorities release Swiss Model Clauses, C2P Model Clauses as executed under section 1 “European Economic Area (EEA)” above apply by reference. If the European Commission or the Swiss government agrees a successor solution to the Swiss-US Privacy Shield, then provisions under section 2 “United Kingdom (UK)” above apply by reference.
