Limitations — Spain Sample Clauses

Limitations — Spain. This guarantee does not apply to any liability to the extent it would result in this guarantee constituting unlawful financial assistance under Article 81 of the Spanish Joint Stock Company Law (Real Decreto Legislativo 1564/1989, de 22 de Diciembre, por el que se aprueba el Texto Refundido de xx Xxx de Sociedades Anónimas) and/or under Article 40.5 of the Spanish Private Limited Companies Law (Ley 0/0000, xx 00 xx xxxxx, xx Xxxxxxxxxx de Responsabilidad Limitada). Further, the maximum amount of any guarantee provided by a Spanish Obligor shall be limited to the amount that would make the net worth of the Spanish Guarantor reduce to two thirds of its share capital, or, in any case, to the amount that would render the Spanish Obligor unable to pay its debts as they fall due or need to enter into negotiations with its creditors and/or file for the opening of bankruptcy (concurso) proceedings minus one euro.
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Limitations — Spain. This Subsidiary Guarantee Agreement does not apply to any liability to the extent it would result in this Subsidiary Guarantee Agreement constituting unlawful financial assistance under Article 81 of the Spanish Joint Stock Company Law (Real Decreto Legislativo 1564/1989, de 22 de Diciembre, por el que se aprueba el Texto Refundido de xx Xxx de Sociedades Anónimas) and/or under Article 40.5 of the Spanish Private Limited Companies Law (Ley 0/0000, xx 00 xx xxxxx, xx Xxxxxxxxxx de Responsabilidad Limitada). Further, the maximum amount of any guarantee provided by a Spanish Obligor shall be limited to the amount that would make the net worth of the Spanish Guarantor reduce to two thirds of its share capital, or, in any case, to the amount that would render the Spanish Obligor unable to pay its debts as they fall due or need to enter into negotiations with its creditors and/or file for the opening of bankruptcy (concurso) proceedings minus one euro. Section 23.27 Limitations — Hong Kong. This Subsidiary Guarantee Agreement does not apply to any liability to the extent it would result in this Subsidiary Guarantee Agreement constituting unlawful financial assistance within the meaning of Section 47A of the Companies Ordinance (Cap.32) of the Laws of Hong Kong. Section 23.28
Sample 1
Limitations — Spain. This guarantee does not apply to any liability to the extent it would result in this guarantee constituting unlawful financial assistance under Article 81 of the Spanish Joint Stock Company Law (Ley de Sociedades Anonimas)and/or under Article 40.5 of the Spanish Private Limited Companies Law (Sociedad de Responsabilidad Limitada).
Sample 1
Limitations — Spain. This Subsidiary Guarantee Agreement does not apply to any liability to the extent it would result in this Subsidiary Guarantee Agreement constituting unlawful financial assistance under Article 81 of the Spanish Joint Stock Company Law (Real Decreto Legislativo 1564/1989, de 22 de Diciembre, por el que se aprueba el Texto Refundido de xx Xxx de Sociedades Anónimas) and/or under Article 40.5 of the Spanish Private Limited Companies Law (Ley 0/0000, xx 00 xx xxxxx, xx Xxxxxxxxxx de Responsabilidad Limitada). Further, the maximum amount of any guarantee provided by a Spanish Obligor shall be limited to the amount that would make the net worth of the Spanish Guarantor reduce to two thirds of its share capital, or, in any case, to the amount that would render the Spanish Obligor unable to pay its debts as they fall due or need to enter into negotiations with its creditors and/or file for the opening of bankruptcy (concurso) proceedings minus one euro.
Sample 1

Related to Limitations — Spain

  • Survival of Seller’s Representations and Warranties The representation and warranty of Seller set forth in Section 5.1(a) shall survive Closing and shall be a continuing representation and warranty without limitation. All other representations and warranties of Seller set forth in Section 5.1, shall survive Closing for a period of one hundred eighty (180) days. No claim for a breach of any representation or warranty of Seller shall be actionable or payable (a) if the breach in question results from or is based on a condition, state of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims for all such breaches collectively aggregate more than Twenty Five Thousand Dollars ($25,000) (the "Floor"), in which event the full amount of such valid claims shall be actionable up to the cap set forth in the following sentence, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said one hundred eighty (180) day period and an action shall have been commenced by Purchaser against Seller within two hundred twenty (220) days of Closing. Further Purchaser agrees that any recovery against Seller for any breach of Seller's covenants, agreements, representations and warranties hereunder or under any other agreement, document, certificate or instrument delivered by Seller to Purchaser, or under any law applicable to the Property or this transaction, shall be limited to Purchaser's actual damages not in excess of One Million and 00/100 Dollars ($1,000,000) in the aggregate and that in no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, indirect or punitive damages. Notwithstanding anything to the contrary in the foregoing, the Floor and the cap will not apply to actual damages incurred by Purchaser to the extent such damage was caused by Seller's fraud.

  • Representations, Warranties and Covenants of the Sellers and Master Servicer (a) Countrywide hereby makes the representations and warranties set forth in (i) Schedule II-A, Schedule II-B, Schedule II-C and Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, (ii) Schedule III-A hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to all of the Mortgage Loans, and (iii) Schedule III-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Countrywide Mortgage Loans. Park Granada hereby makes the representations and warranties set forth in (i) Schedule II-B hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Granada Mortgage Loans. Park Monaco hereby makes the representations and warranties set forth in (i) Schedule II-C hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Monaco Mortgage Loans. Park Sienna hereby makes the representations and warranties set forth in (i) Schedule II-D hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date and (ii) Schedule III-E hereto, and by this reference incorporated herein, to the Depositor, the Master Servicer and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date with respect to the Mortgage Loans that are Park Sienna Mortgage Loans.

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, represent and warrant to, and covenant with, each Underwriter as follows:

  • INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS The Investor represents and warrants to the Company, and covenants, that:

  • Seller’s Representations, Warranties and Covenants Seller hereby represents, warrants and covenants to Buyer as follows:

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