Swiss Seller definition

Swiss Seller means Novelis Switzerland, a company organized under the laws of Switzerland, and any other Subsidiary Guarantor that is a Restricted Grantor organized in Switzerland (including each in its roles as seller and collection agent under a Receivables Purchase Agreement governed by the laws of Switzerland).

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Swiss Seller means Alcan Aluminium Valais S.A., a company incorporated under the laws of Switzerland as a société anonyme, whose registered office is located at 3960 Sierre, Switzerland, registered under number CH-626.3.000.048-9. 72208170 12

Swiss Seller means AGCO International GmbH, a Swiss corporation. “Target Working Capital” means $166,000,000. “Tax” means any U.S. federal, state, local or non-U.S. tax or other governmental fee in the nature of a tax, including net income, gross income, estimated, sales, use, ad valorem, receipts, value added, goods and services, profits, license, withholding, payroll, employment, unemployment, excise, franchise, premium, property, net worth, capital gains, transfer, stamp, documentary, social security, environmental, alternative or add-on minimum, occupation, together with all interest, penalties and additions imposed with respect to such amounts by any Taxing Authority. “Tax Proceeding” means any audit, examination, contest, litigation or other Proceeding with or against any Taxing Authority. “Tax Return” means any return, declaration, report, claim for refund or information return or statement required to be filed with any Taxing Authority relating to Taxes, including any schedules or attachments thereto or any amendment thereof. “Tax Sharing Arrangement” means any agreement or arrangement providing for the allocation or payment of Tax liabilities or for Tax benefits between or among members of any group of corporations that files, will file, or has filed Tax Returns on a combined, consolidated or unitary basis (other than Contracts entered into in the ordinary course of business, the primary purpose is not related to Taxes). “Taxing Authority” means the IRS and any other domestic or foreign Governmental Entity responsible for the administration of any Taxes. “Termination Fee” means an amount equal to $49,000,000. “Transaction Accounting Principles” means the accounting principles, practices, methodologies and policies set forth on Exhibit B. “Transaction Documents” means this Agreement, the Transition Services Agreement, the Nominee Agreement (Changzhou) (if applicable), the Nominee Agreement (Shanghai) (if applicable), the Equity Commitment Letter and the Confidentiality Agreement.

Examples of Swiss Seller in a sentence

• The Purchased Entities and, as far as the Specified Marketing Authorizations are concerned, the Swiss Seller Entity are in compliance with the terms of the Business Permits in all material respects.

• The Swiss Seller is a limited liability company duly formed and validly existing under the Laws of Switzerland and has all requisite limited liability company power and authority to own it properties and assets and to carry on its businesses as currently conducted.

• Each of Swiss Seller and US Seller and each of their respective applicable Affiliates has all requisite corporate or other entity power and authority to enable it to own, lease or otherwise hold the Purchased Assets owned, leased or otherwise held by it.

• The Cimbria Equity Interests comprise all of the issued and outstanding Equity Securities of Danish Company, and 100% of the Cimbria Equity Interests are owned by Swiss Seller.

• Each of Swiss Seller and US Seller has the requisite corporate or other entity power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it will be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions.

• To the Knowledge of Seller, in the last five (5) years, none of the Business Permits has been challenged or disputed, and no Purchased Entity or, as far as the Specified Marketing Authorizations are concerned, the Swiss Seller Entity has received written notice that it is in breach of any Business Permit issued or granted to it and/or that any such Business Permit will be (or is likely to be) terminated, violated, varied, suspended, revoked or materially amended.

• The execution and delivery of this Agreement and the Ancillary Agreements to which each of Swiss Seller and US Seller will be a party and the consummation by each of Swiss Seller and US Seller of the Transactions have been duly authorized by all necessary corporate or other entity actions of each of Swiss Seller and US Seller.

• Swiss VAT, if an, due and paid by the Swiss Seller to the Swiss Federal Tax Administration upon the transfer of the Swiss Tangible Assets shall be borne by the Swiss Buyer on the basis of an invoice provided by the Swiss Seller to the Swiss Buyer and complying notably with all formal requirements of Article 26 of the Swiss VAT law of June 12, 2009, so that the Swiss Buyer is in a position to recover such input VAT.

• The Tecno Equity Interests comprise all of the issued and outstanding Equity Securities of Italian Company, and 100% of the Tecno Equity Interests are owned by Swiss Seller.

• Each of Swiss Seller, US Seller and the Purchased Subsidiary is a legal entity duly organized, validly existing and, to the extent applicable in the relevant jurisdiction, in good standing under the Laws of the jurisdiction of its organization or incorporation.

More Definitions of Swiss Seller

Swiss Seller means the German Originator with its registered branch (Zweigniederlassung) in Rümlang/ZH, Switzerland. "Swiss Withholding Tax" means the tax imposed based on the Swiss Withholding Tax Act.

Swiss Seller means the German Originator with its registered branch (Zweigniederlassung) in Rümlang/ZH, Switzerland.

Swiss Seller is defined in the introductory paragraph.