Spanish Limitations Sample Clauses
The "Spanish Limitations" clause sets out specific restrictions or conditions that apply to contractual obligations or rights within the context of Spanish law. Typically, this clause addresses issues such as statutory limitations on liability, enforceability of certain terms, or compliance with mandatory Spanish legal requirements. For example, it may limit the extent to which parties can waive rights or impose obligations that are not permitted under Spanish legislation. The core function of this clause is to ensure that the contract remains valid and enforceable in Spain by aligning its terms with local legal constraints and preventing provisions that would be invalid or unenforceable under Spanish law.
Spanish Limitations. The guarantee provided by any Obligor incorporated in Spain (the “Spanish Obligor”) shall be limited by the following:
(a) If such Spanish Obligor is incorporated in Spain as a sociedad de responsabilidad limitada, any guarantees provided by it 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 this Agreement for the purpose of
(A) acquiring quotas (participaciones sociales) representing the share capital of such Spanish Obligor 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 Obligor 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 any Spanish Obligor to the extent that the same would constitute unlawful financial assistance within the meaning of article 143 of the Spanish Companies Royal Decree-Law 1/2010, 2 July (Ley 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 Obligor secure repayment of the abovementioned funds.
(b) For the purposes of paragraph (a) above, a reference to the “group” of a Spanish Obligor shall mean such Spanish Obligor and any other companies constituting a unity of decision. It shall be presumed that there is unity of decision when any of the scenarios set out in section 1 and/or section 2 of article 42 of the Spanish Commercial Code (Código de Comercio) are met.
(c) If such Spanish Obligor is incorporated in Spain as a sociedad anónima, any guarantees provided by it 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 the Facility for the purpose of
(A) acquiring shares (acciones) representing the share capital of such Spanish Obligor or shares (acciones) or quotas (participaciones sociales) representing the share capital of its holding company; or
(B) refinancing a previous debt incurred by any Obligor for the acquisition of shares (acciones) representing the share capit...
Spanish Limitations a. Notwithstanding anything set out to the contrary in this Agreement or any other Finance Document, the obligations and liabilities of any Guarantor incorporated in Spain under this Agreement or any other Finance Document to which it is a party shall be deemed to have been given only to the extent such guarantee does not violate articles 143 or 150 of the Spanish Capital Companies Act (Real Decreto Legislativo 1/2010, de 3 de ▇▇▇▇▇, por el que se aprueba el texto refundido de ▇▇ ▇▇▇ de Sociedades de Capital), governing, inter alia, unlawful financial assistance, and the liability of each such Guarantor only applies to the extent permitted by such provisions.
b. The limitation set out in paragraph (a) above shall apply mutatis mutandis to any security created by any Obligors incorporated in Spain under the Security Documents and to any guarantee, undertaking, obligation, indemnity and payment, including (but not limited to) distributions, cash sweeps, credits, loans and set-offs, pursuant to or permitted by the Finance Documents and made by each such Obligor.