Swiss Limitation Clause Samples
The Swiss Limitation clause sets specific restrictions or limitations on legal actions, claims, or liabilities under Swiss law. Typically, this clause defines the time period within which a party must bring a claim or initiate legal proceedings, often referencing the statutory limitation periods established by Swiss legislation. For example, it may state that any claims arising from the contract must be brought within a certain number of years from the date the cause of action arose. The core practical function of this clause is to provide certainty and finality for both parties by preventing indefinite exposure to legal claims, thereby managing legal risk and ensuring compliance with Swiss legal standards.
POPULAR SAMPLE Copied 2 times
Swiss Limitation. 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 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, presently being the total shareholder equity less the total of (1) the aggregate share capital and (2) statutory reserves (including reserves for own shares and revaluations as well as capital surplus (agio)) (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 auditors of the Swiss Borrower that a payment of the Swiss Borrower under this Agreement or the Loan Document in an amount corresponding to the Swiss Freely Disposable Amount is in compliance with the provisions of Swiss corporate law which are aimed at protecting the share capital and legal reserves, in order to allow a prompt payment of amounts owed by the Swiss Borrower under this Agreement or the Loan Documents as well as th...
Swiss Limitation. (a) The Swiss Guaranteed Obligations and any other obligation of any Swiss Loan Party under any Loan Document (the “Swiss Guarantor Obligations”) shall be subject to the following limitations:
(i) If and to the extent that a Swiss Guarantor Obligation guarantees or otherwise secures obligations other than obligations of one of the relevant Swiss Loan Parties’ direct or indirect Subsidiaries (i.e. obligations of its respective direct or indirect parent companies (up-stream liabilities) or sister companies (cross-stream liabilities)) (the “Restricted Obligations”) and that performing the relevant Swiss Guarantor Obligation with respect to Restricted Obligations would not be permitted under Swiss corporate law then applicable, then such obligations and payment amount shall from time to time be limited to the amount permitted to be paid under applicable Swiss law; provided that such limited amount shall at no time be less than the relevant Swiss Loan Party’s distributable capital (presently being the balance sheet profits and any reserves available for distribution) at the time or times performance of the relevant Swiss Guarantor Obligation is due or requested from such Swiss Loan Party, and further provided that such limitation (as may apply from time to time or not) shall not (generally or definitively) release the relevant Swiss Loan Party from its Swiss Guarantor Obligations in excess thereof, but merely postpone the payment date therefore until such times as payment is again permitted notwithstanding such limitation.
(ii) In case a Swiss Loan Party who must make a payment in respect of Restricted Obligations under this Agreement is obliged to withhold Swiss Withholding Tax in respect of such payment, such Swiss Loan Party shall:
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:
a) an audited balance sheet of the relevant Swiss Obligor is prepared; and
b) the auditors of the relevant Swiss Obligor approve the amount of the proposed payment based on applicable Swiss law and the articles of association of the Swiss Obligor.
18.11.2 Each Swiss Obligor herewith undertakes to take and/or cause all measures necessary or useful, as the case may be, to implement the foregoing measures, documents and other acts.
18.11.3 Any enforcement proceeds exceeding the unrestricted equity capital surplus are for the account of, and shall be remitted to, the Swiss Obligor.
Swiss Limitation. Notwithstanding anything to the contrary in this Agreement and the other Loan Documents, the obligations of Axovant Switzerland 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:
(a) If and to the extent a guarantee or security interest granted or any other obligations assumed by a Swiss Borrower under this Agreement and the other Loan Documents guarantees or secures obligations of its (direct or indirect) parent company (upstream security) or its sister companies (cross-stream security) (the “Upstream or Cross-Stream Secured Obligations”) and if and to the extent using the proceeds from the enforcement of such guarantee, security interest or other obligation to discharge the Upstream or Cross-Stream Secured Obligations would constitute a repayment of capital (Einlagerückgewähr/Kapitalrückzahlung), a violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend (Gewinnausschüttung) under Swiss corporate law, the proceeds from the enforcement of such guarantee, security interest or other obligation to be used to discharge the Upstream or Cross-Stream Secured Obligations shall be limited to the maximum amount of that Swiss Borrower’s freely disposable shareholder or quotaholder equity at the time of enforcement (the “Maximum Amount”); provided that such limitation is required under the applicable law at that time; provided, further, that such limitation shall not free the Swiss Borrower from its obligations in excess of the Maximum Amount, but merely postpone the performance date of those obligations until such time or times as performance is again permitted under then applicable law. This Maximum Amount of freely disposable shareholder or quotaholder equity shall be determined in accordance with Swiss law and applicable Swiss accounting principles, and, if and to the extent required by applicable Swiss law, shall be confirmed by the auditors of the Swiss Borrower on the basis of an interim audited balance sheet as of that time.
(b) In respect of Upstream or Cross-Stream Secured Obligations, the Swiss Borrower shall, as concerns the proceeds resulting from the enforcement of the guarantee or security interest granted or other obligations assumed under this Agreement and the other Loan Documents, if and to the extent required by applicable...