Limitations on Guarantee Clause Samples

Limitations on Guarantee. Notwithstanding anything herein to the contrary, the guarantee provided herein shall be limited to the Shares, which Shares, simultaneously with the execution hereof, shall be delivered in proper form for transfer to Sullivan & Worcester, as escrow agent (the "ESCROW AGENT"), maintainin▇ ▇▇▇ ▇scrow account (the "ESCROW") pursuant to the Stock Purchase and Escrow Agreement, dated as of the date hereof (the "ESCROW AGREEMENT") among the Guarantors, Investor, and the Escrow Agent. Other than the Shares and any other Collateral (as hereinafter defined) of each Guarantor, Investor expressly acknowledges that such Guarantor shall have no obligations or liability to Investor or to any other entity with respect to the Note or the obligations of Borrower thereunder, and Investor expressly waives all other causes of action against such Guarantor with respect to the Note and the obligations of Borrower thereunder. Investor and each Guarantor acknowledge that Investor shall be entitled to withdraw Shares from the Escrow, and the number of Shares in the Escrow shall thereby be decreased, upon conversion of the Note pursuant to Section 2(b)(ii), 6(a), and/or 8 thereof and Section 4.03 of the Escrow Agreement.

Limitations on Guarantee. The provisions of the Guarantee under this Article VIII are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guarantee would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under this Guarantee, then, notwithstanding any other provision of this Guarantee to the contrary, the amount of such liability shall, without any further action by the Guarantors, the Administrative Agent, any Lender or any Lender Counterparty, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum Liability”). This

Limitations on Guarantee. This guarantee does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of Section 678 or 679 of the Companies ▇▇▇ ▇▇▇▇.

Limitations on Guarantee. (a) In accordance with Section 209 of the Base Indenture, notwithstanding anything to the contrary in the Guarantee provided by Brandbev or any other provision of this Twenty-Ninth Supplemental Indenture or the Base Indenture (the “Brandbev Guarantee”), the maximum aggregate liability of Brandbev under such Brandbev Guarantee (including any actual or contingent liabilities as a guarantor under the Other Brandbev Guaranteed Facilities) shall not exceed an amount equal to the aggregate of (without double counting): (1) the aggregate amount of all moneys received by Brandbev and its Subsidiaries as a borrower or issuer under the Other Brandbev Guaranteed Facilities; (2) the aggregate amount of all outstanding intercompany loans made to Brandbev and its Subsidiaries by other members of the Anheuser-▇▇▇▇▇ InBev Group which have been directly or indirectly funded using the proceeds of borrowings under the Base Indenture or the Other Brandbev Guaranteed Facilities; and (3) an amount equal to 100% of the greater of: (A) the sum of Brandbev’s own capital (capitaux propres) and its subordinated debt (dettes subordonnées) (other than any subordinated debt already accounted for under sub-paragraph (2) above) (both as referred to in article 34 of the Luxembourg Law of 2002) as reflected in Brandbev’s then most recent annual accounts approved by the competent organ of Brandbev (as audited by its external auditor (réviseur d’entreprises), if required by law) at the date an enforcement is made under the Brandbev Guarantee; and (B) the sum of Brandbev’s own capital (capitaux propres) and its subordinated debt (dettes subordonnées) (other than any subordinated debt already accounted for under sub-paragraph (2) above) (both as referred to in article 34 of the Luxembourg Law of 2002) as reflected in its most recent annual accounts as of the date of this Twenty-Ninth Supplemental Indenture. (b) For the avoidance of doubt, the limitation referred to in paragraph (a) above shall not apply to the guarantee by Brandbev of any obligations owed by its Subsidiaries under any Other Brandbev Guaranteed Facilities. (c) Brandbev hereby expressly accepts and confirms, for the purposes of article 1281 of the Luxembourg civil code, that notwithstanding any assignment, transfer and/or novation permitted under, and made in accordance with the provisions of the Base Indenture, the Brandbev Guarantee shall be preserved for the benefit of any new Holder and Brandbev hereby accepts and confirms t...

Limitations on Guarantee. (a) In the case of any New Guarantor that has executed this Supplemental Indenture and that is organized and existing under the laws of Belgium (a “Belgian Guarantor”): (1) The maximum aggregate amount payable under by any such Belgian Guarantor with respect to such Belgian Guarantor’s Guarantee shall be limited to an amount equal to the greater of:

Limitations on Guarantee. Notwithstanding anything to the ------------------------ contrary contained in this Agreement, other than with respect to Recourse Amounts, unless at the time that the Agent, for the ratable benefit of the Lenders, asserts a claim hereunder or at any time thereafter (the occurrence of any such event or state of facts, a "Recourse Event"): (a) any event or act -------------- described in Section 7(f) of the Credit Agreement shall have occurred, (b) the Company shall have breached any covenant contained in Section 5.1(a) or Section 5.2 of the Credit Agreement and, if the same is susceptible of cure, the same shall not have been cured within thirty (30) days after written notice thereof from the Agent, (c) any representation or warranty made or deemed made by a Guarantor herein or in any other Loan Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection this Agreement or any such other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or (d) any Credit Party shall default in the observance or performance of any agreement contained in Section 5 of this Agreement; the recourse of the Agent, on behalf of the Lenders pursuant to this Section 2, shall be limited to the Collateral hereunder pledged by the Company and the REIT, the Pledged G&L Interests, the Capital Stock of the REIT Subsidiaries and related Collateral.

Limitations on Guarantee. The provisions of the Guarantee under this Article VIII are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guarantee would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such

Limitations on Guarantee. The Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions contemplated by the Finance Documents (including utilisations thereunder).

Limitations on Guarantee. 7 SECTION 3. GRANT OF SECURITY INTEREST.............................................................. 8