Spanish Guarantee Limitations Sample Clauses
Spanish Guarantee Limitations. The Guarantees and indemnities of each Spanish Guarantor under the Loan Documents shall:
(a) not extend to any obligation incurred by any Loan Party as a result of such Loan Party borrowing (or guaranteeing the borrowing of) funds (but only in respect of those funds) under the Loan Documents for the purpose of:
(i) acquiring quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; or
(ii) refinancing a previous debt for the acquisition of quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; and
(b) not be deemed undertaken or incurred by a Spanish Guarantor to the extent that the same would constitute unlawful financial assistance under Section 2 of Chapter VI of Title IV of the Spanish Companies Law, 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 above-mentioned funds, provided that any Guarantee or security given by a Spanish Guarantor shall benefit such Spanish Guarantor, any of the companies within its Relevant Group or its Relevant Group as a whole. For the purposes of this Section 10.13, a reference to the “Relevant Group” of a Spanish Guarantor shall mean such Spanish Guarantor and any other companies constituting a group as such term is defined under Article 42 of the Spanish Commercial Code (Código de Comercio). The limitations set forth in this Section 10.13 shall apply mutatis mutandis to any security created by a Spanish Guarantor under the Collateral Documents and to any guarantee, indemnity, any similar obligation resulting in a payment obligation and payment including setoff pursuant to the Loan Documents and made by any Spanish Guarantor.
Spanish Guarantee Limitations. The obligations of any Loan Party organized under the laws of Spain or any jurisdiction in Spain under this Agreement and the other Loan Documents shall be subject to the Spanish Guarantee Limitations.
Spanish Guarantee Limitations. (i) Regarding the obligations and liabilities of any payment obligations of any Spanish Guarantor under the guarantees granted in connection with Loan Documents (the “Guarantees”), each Spanish Guarantor hereby expressly agrees that the scope and provisions of its respective obligations under the Guarantees granted by each of them will not be affected by: (i) the approval or ratification of a composition agreement (“convenio”) as a result of the bankruptcy declaration (“concurso”) of any of the Borrowers, in accordance with article 135.2 of the Spanish Insolvency Act (“Ley ▇▇/▇▇▇▇ ▇▇ ▇ ▇▇ ▇▇▇▇▇, Concursal); or (ii) the approval or execution of a court-sanctioned out-of-court workout (an homologated refinancing agreement (“acuerdo de refinanciación homologado”)) and which may be entered into as a result of a pre-insolvency or insolvency of any of the Borrowers (in any case, prior to the declaration of bankruptcy, whether voluntary or mandatory) under paragraph 9 of the 4th Additional Provision of the Spanish Insolvency Act, to the extent that such Lender has not expressly accepted (by voting in favor or otherwise) the effect contemplated by such composition agreement or court-sanctioned out-of-court workout, as the case may be, of the relevant Borrowers on the scope and provisions of the Guarantees.
(ii) Unless the Lender expressly agrees (by voting in favor or otherwise) a write-off to the Guarantees, the Guarantees shall secure at any time 100% of the payment obligations under the Loan Documents.
Spanish Guarantee Limitations. In the case of each Debtor incorporated in Spain (a “Spanish Hedging Guarantor”), this guarantee and the obligations and liabilities of each Spanish Hedging Guarantor under and in connection with the Hedging Agreements (including, without limitation, this Schedule 4) shall (i) not include any obligations or liabilities which, if incurred, would constitute a breach of the financial assistance limitations set out under Articles 143 and 150 of Spanish Royal Legislative Decree 1/2010, of 2 July, approving the consolidated text of the Spanish Capital Companies Act, as interpreted by Spanish courts, and (ii) with respect to Spanish Guarantors which are private limited liability companies (sociedad limitada), not exceed an amount equal to twice the amount of their respective own funds (recursos propios), but only to the extent that such limitation provided under Article 401.2 of the Spanish Royal Legislative Decree 1/2010, of 2 July, approving the consolidated text of the Spanish Capital Companies Act, as interpreted by Spanish courts, is compulsorily applicable to the obligations assumed by such Spanish Guarantors under this Indenture.
Spanish Guarantee Limitations. The Guarantees and indemnities of each Spanish Guarantor under the Note Documents shall:
(a) not extend to any obligation incurred by any Note Party as a result of such Note Party borrowing (or guaranteeing the borrowing of) funds (but only in respect of those funds) under the Note Documents for the purpose of:
(i) acquiring quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; or
(ii) refinancing a previous debt for the acquisition of quotas (participaciones sociales) representing the share capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of a company within its Relevant Group; and
(b) not be deemed undertaken or incurred by a Spanish Guarantor to the extent that the same would constitute unlawful financial assistance under Section 2 of Chapter VI of Title IV of the Spanish Companies Law, 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 Limitations. The obligations and liabilities of any Spanish Guarantor (including, for the avoidance of doubt, any Spanish Borrower) under the Loan Documents shall never result in a breach of the Financial Assistance obligations contained and described in detail under Section 5.17 of this Agreement.
Spanish Guarantee Limitations. Notwithstanding any provision contained in this Agreement or in any other Finance Document to the contrary, the liability of a Guarantor incorporated in Spain under this Clause 22 shall not include any liability which would constitute unlawful financial assistance, as per Section 134 and subseq. of the Corporate Enterprises Act (Ley de Sociedades de Capital).