Swiss Terms Clause Samples

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. (i) As used in this Agreement, where it relates to a Swiss Loan Party, a reference: (i) to “Organizational Documents” includes a copy of a certified excerpt from the commercial register and a copy of the certified up-to-date articles of association (evidencing, where relevant, the capacity to enter into obligations of an up- or cross-stream nature). (ii) In this Agreement, where it relates to a Swiss Loan Party, a reference to liquidation, bankruptcy, insolvency, reorganization, moratorium or any proceeding under an applicable Debtor Relief Law means that such Swiss Loan Party (A) has initiated against it or (B) initiates: (1) bankruptcy proceedings (Konkurs), (2) proceedings leading to a provisional or a definitive composition moratorium (provisorische oder definitive Nachlassstundung), (3) proceedings leading to an emergency moratorium (Notstundung) or (4) proceedings for a postponement of bankruptcy pursuant to article 725a of the Swiss Code of Obligations (Konkursaufschub). For the avoidance of doubt, if in this Agreement reference is made to insolvency proceedings in relation to any Swiss Loan Party incorporated under the laws of Switzerland, such reference shall be limited to proceedings as set forth in this clause (ii) and, in particular, shall not include any reference to attachment proceedings.

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 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. 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), or (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. In this Agreement, where it relates to any Swiss entity or Lien, a reference to: (a) receiver, administrative receiver, administrator, trustee in bankruptcy, custodian, conservator, liquidator, receiver manager, compulsory manager, monitor or similar officer includes any: (▇) ▇▇▇▇▇▇▇▇▇▇ appointed in accordance with the Swiss Federal Act on Debt Enforcement and Bankruptcy (Bundesgesetz über Schuldbetreibung und Konkurs; SR 281.1, “Swiss Federal Act on Debt Enforcement and Bankruptcy, DEBA”); (ii) Liquidator appointed in accordance with the Swiss Code of Obligations (Schweizerisches Obligationenrecht; SR 220, “Swiss Code of Obligations, CO”) or the Swiss Federal Act on Debt Enforcement and Bankruptcy; and (iii) Konkursamt, Konkursverwaltung or Sanierungsbeauftragter (including a supervisory authority acting in any such capacity) or any of its officials or employees, any Liquidator or Sachwalter or other officer appointed in accordance with the Swiss Federal Act on Debt Enforcement and Bankruptcy; (b) a liquidation, winding-up, administration or dissolution includes, without limitation, bankruptcy, liquidation, composition with creditors or moratorium includes: (i) a filing for the declaration of bankruptcy (Antrag auf Konkurseröffnung) or a formal declaration of bankruptcy (Konkurseröffnung) within the meaning of the Swiss Federal Act on Debt Enforcement and Bankruptcy; (ii) the filing for a request for a moratorium (Gesuch um Nachlasstundung) or a grant of a moratorium (provisorische oder definitive Nachlassstundung/Stundung/Notstundung) or protective measures (Schutzmassnahmen/sichernde Massnahmen) within the meaning of the Swiss Federal Act on Debt Enforcement and Bankruptcy; and (iii) a moratorium on any of its indebtedness, its dissolution or liquidation; (c) a person being unable to pay its debts includes that person being in a state of inability to make payments (Zahlungsunfähigkeit) and being over-indebted (Überschuldung); and (d) a director or a manager includes in relation to a company limited by shares (Aktiengesellschaft) a member of the board of directors (Verwaltungsrat) or a member of the executive management (Geschäftsleitung).

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 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. Where personal data transferred by a Party is subject to Swiss Data Protection Laws, the 2021 C2P SCCs and 2021 C2C SCCs (as applicable) shall be amended according to Swiss Data Protection Laws, including the following amendments: