Common use of Spanish Guarantee Limitation Clause in Contracts

Spanish Guarantee Limitation. (a) The obligations under the Finance Documents and in particular under this Clause 19 (Guarantee and Indemnity) of any Guarantor incorporated in Spain (a “Spanish Guarantor”) as a sociedad de responsabilidad limitada shall (i) not extend to any obligation incurred by any Obligor as a result of such Obligor borrowing (or guaranteeing the borrowing of) funds (but only in respect of those funds) under any Facility for the purpose of (A) acquiring quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or quotas (participaciones sociales) or shares (acciones) representing the share capital of a company within its group or (B) refinancing a previous debt incurred by any Obligor for the acquisition of quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or quotas (participaciones sociales) or shares (acciones) representing the share capital of a company within its group, and shall (ii) be deemed not to be undertaken or incurred by a Spanish Guarantor to the extent that the same would constitute unlawful financial assistance within the meaning of article 143 of the Consolidated Text of the Companies Law approved by the Legislative Royal Decree 1/2010 and, in that case, all provisions of this Agreement shall be construed accordingly in the sense that, in no case, can any guarantee or Security given by a Spanish Guarantor secure repayment of the abovementioned funds.

Spanish Guarantee Limitation. (a) The obligations under the Finance Documents and in particular under this Clause 19 (Guarantee and Indemnity) of any Guarantor incorporated in Spain (a “Spanish Guarantor”) as a sociedad de responsabilidad limitada shall (i) not extend to any obligation incurred by any Obligor as a result of such Obligor borrowing (or guaranteeing the borrowing of) funds (but only in respect of those funds) under any Facility for the purpose of (A) acquiring quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or quotas (participaciones sociales) or shares (acciones) representing the share capital of a company within its group or (B) refinancing a previous debt incurred by any Obligor for the acquisition of quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or quotas (participaciones sociales) or shares (acciones) representing the share capital of a company within its group, and shall (ii) be deemed not to be undertaken or incurred by a Spanish Guarantor to the extent that the same would constitute unlawful financial assistance within the meaning of article 143 of the Consolidated Text of the Companies Law approved by the Legislative Royal Decree 1/2010 and, in that case, all provisions of this Agreement shall be construed accordingly in the sense that, in no case, can any guarantee or Security given by a Spanish Guarantor secure repayment of the abovementioned funds.

Spanish Guarantee Limitation. (a) The obligations under the Finance Documents and in particular under this Clause 19 (Guarantee and Indemnity) 16 of any Guarantor Debtor incorporated in Spain (a “Spanish GuarantorDebtor”) as a sociedad de responsabilidad limitada shall (i) not extend to any obligation incurred by any Obligor Debtor as a result of such Obligor Debtor borrowing (or guaranteeing the borrowing of) funds (but only in respect of those funds) under any Facility for the purpose of (A) acquiring quotas (participaciones sociales) representing the share capital of such Spanish Guarantor Debtor or quotas (participaciones sociales) or shares (acciones) representing the share capital of a company within its group or (B) refinancing a previous debt incurred by any Obligor Debtor for the acquisition of quotas (participaciones sociales) representing the share capital of such Spanish Guarantor Debtor or quotas (participaciones sociales) or shares (acciones) representing the share capital of a company within its group, and shall (ii) be deemed not to be undertaken or incurred by a Spanish Guarantor Debtor to the extent that the same would constitute unlawful financial assistance within the meaning of article 143 of the Consolidated Text Spanish Royal Legislative Decree 1/2010, of July 2, approving the consolidated text of the Companies Law approved by the Legislative Royal Decree 1/2010 Corporate Enterprises Act (Real Decreto Legislativo 1/2010, de 2 de xxxxx, por el que se aprueba el texto refundido de xx Xxx de Sociedades de Capital) and, in that case, all provisions of this Agreement shall be construed accordingly in the sense that, in no case, can any guarantee or Security given by a Spanish Guarantor Debtor secure repayment of the abovementioned funds.

Spanish Guarantee Limitation. (a) The obligations under the Finance Documents and in particular under this Clause 19 (Guarantee and Indemnity) of any Guarantor incorporated in Spain (a “Spanish Guarantor”) as a sociedad de responsabilidad limitada shall (i) not extend to any obligation incurred by any Obligor as a result of such Obligor borrowing (or guaranteeing the borrowing of) funds (but only in respect of those funds) under any Facility for the purpose of (A) acquiring quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or quotas (participaciones sociales) or shares (acciones) representing the share capital of a company within its group or (B) refinancing a previous debt incurred by any Obligor for the acquisition of quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or quotas (participaciones sociales) or shares (acciones) representing the share capital of a company within its group, and shall (ii) be deemed not to be undertaken or incurred by a Spanish Guarantor to the extent that the same would constitute unlawful financial assistance within the meaning of article 143 40.5 of the Consolidated Text of the Spanish Limited Liability Companies Law approved by the Legislative Royal Decree 1/2010 Act 2/1995, 23 March (Ley de Sociedades de Responsabilidad Limitada) and, in that case, all provisions of this Agreement shall be construed accordingly in the sense that, in no case, can any guarantee or Security given by a Spanish Guarantor secure repayment of the abovementioned funds.

Spanish Guarantee Limitation. (a) The obligations under the Finance Documents and in particular under this Clause 19 (Guarantee and Indemnity) 15 of any Guarantor Debtor incorporated in Spain (a “Spanish GuarantorDebtor”) as a sociedad de responsabilidad limitada shall (i) not extend to any obligation incurred by any Obligor Debtor as a result of such Obligor Debtor borrowing (or guaranteeing the borrowing of) funds (but only in respect of those funds) under any Facility for the purpose of (A) acquiring quotas (participaciones sociales) representing the share capital of such Spanish Guarantor Debtor or quotas (participaciones sociales) or shares (acciones) representing the share capital of a company within its group or (B) refinancing a previous debt incurred by any Obligor Debtor for the acquisition of quotas (participaciones sociales) representing the share capital of such Spanish Guarantor Debtor or quotas (participaciones sociales) or shares (acciones) representing the share capital of a company within its group, and shall (ii) be deemed not to be undertaken or incurred by a Spanish Guarantor Debtor to the extent that the same would constitute unlawful financial assistance within the meaning of article 143 40.5 of the Consolidated Text of the Spanish Limited Liability Companies Law approved by the Legislative Royal Decree 1/2010 Act 2/1995, 23 March (Ley de Sociedades de Responsabilidad Limitada) and, in that case, all provisions of this Agreement shall be construed accordingly in the sense that, in no case, can any guarantee or Security given by a Spanish Guarantor Debtor secure repayment of the abovementioned funds.