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
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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.
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Examples of Swiss Seller in a sentence

  • 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.

  • 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.

  • 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 Swiss Seller Entity has complied with its obligations to pay the Swiss supervisory fee for medicinal products under Article 65 TPA (Therapeutic Products Act).

  • 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 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.

  • Notwithstanding the foregoing, it is intended that the intangible Purchased Assets owned by the Swiss Seller will be sold as part of an export sale from the Swiss Seller to the U.S. Buyer as so called “immaterial services” within the meaning of Article 3, letter e, of the Swiss VAT law of June 12, 2009 and will not require the payment of any Transfer Taxes by the Buyers in respect thereof.

  • 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 RPA: a Swiss law non-recourse Receivables purchase agreement dated on or about the date hereof, between the Swiss Seller as seller and GE CAPITAL as Swiss purchaser, pursuant to which GE CAPITAL acquires Receivables originated from the Swiss seller.

  • 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.


More Definitions of Swiss Seller

Swiss Seller means the German Originator with its registered branch (Zweigniederlassung) in Rümlang/ZH, Switzerland.
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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.
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Swiss Seller is defined in the introductory paragraph.
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Related to Swiss Seller

  • Selling Institution The entity obligated to make payments to the Issuer under the terms of a Participation Interest.

  • Receivables Sellers means the Company and those Subsidiaries (other than Receivables Entities) that are from time to time party to the Permitted Receivables Facility Documents.

  • Receivables Seller means the Borrower or those Subsidiaries that are from time to time party to the Permitted Receivables Facility Documents (other than any Receivables Entity).

  • U.S. Purchaser means any purchaser of the Offered Securities that is, or is acting for the account or benefit of, a person in the United States, or any person offered the Offered Securities in the United States.

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Purchaser/ User means ultimate recipient of goods and services

  • Model 1 seller means a seller registered under the agreement that has selected a certified service provider as the seller's agent to perform all of the seller's sales and use tax functions for agreement sales and use taxes other than the seller's obligation under Section 59-12-124 to remit a tax on the seller's own purchases.

  • Secondary Seller means the Seller whose Bid City selected as a back-up supplier in the event the Primary Seller is unable to provide all the Goods and/or Services required.

  • Primary Seller means the Seller whose Bid City selected as the principal supplier of the Goods and/or Services required under this Agreement.

  • Foreign Purchaser has the meaning assigned thereto in Section 8(d).

  • Retail seller means any person that sells any dangerous drug to consumers without assuming control over and responsibility for its administration. Mere advice or instructions regarding administration do not constitute control or establish responsibility.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • Non-Lead Securitization Note Holder Representative means the “Directing Certificateholder” or equivalent Person under the Non-Lead Securitization Servicing Agreement.

  • the Seller means the person so described in the Order;

  • Locked-Up Shareholders means the Persons who are party to the Lock-Up Agreements.

  • BIDDER/Seller which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the second part.

  • Seller Parent has the meaning set forth in the Preamble.

  • Locational UCAP Seller means a Member that sells Locational UCAP.

  • Non-Lead Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Model 2 seller means a seller registered under the agreement that:

  • Lead Securitization Note Holder Representative means the “Directing Certificateholder” or equivalent Person under the Lead Securitization Servicing Agreement.

  • Local Vendor means any business which:

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • JV means Joint Ventures

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Mortgage Loan Borrower shall have the meaning assigned to such term in the recitals.