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.
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

Related to Limitations — Spain

  • Survival of Seller’s Representations and Warranties The representations and warranties of Seller set forth in this Article IV, as updated by the certificate of Seller to be delivered to Buyer at Closing in accordance with Section 7.2(k) hereof, shall survive Closing for a period of nine (9) months. 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 Buyer as of the Closing Date, (b) unless the valid claims for all such breaches collectively aggregate more than $25,000, in which event the full amount of such claims, up to but not exceeding the sum of $350,000, shall be actionable, and (c) unless written notice containing a description of the specific nature of such breach shall have been given by Buyer to Seller prior to the expiration of said nine (9) month period and an action shall have been commenced by Buyer against Seller within ten (10) months after Closing. Seller covenants and agrees to maintain a net worth of not less than Three Hundred Fifty Thousand and 00/100 Dollars ($350,000.00) during such survival period and for so long as any claim properly asserted during such period remains pending. As used in this Article IV, the term “Seller’s knowledge” or any similar phrase shall mean the actual, not constructive or implied, knowledge of Xxxxxx X. Xxxxxxx without any further obligation on such person’s part to make any independent investigation of the matters being represented and warranted, or to make any further inquiry of any other persons, or to search or examine any files, records, books or correspondence. Buyer acknowledges that such individual is named solely for the purpose of defining the scope of Seller’s knowledge and not for the purposes of imposing any liability on or creating any duties running from such individual to Buyer and Buyer agrees that such individual shall not have any liability under this Agreement or in connection with the transactions contemplated hereby.

  • Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • 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:

  • Representations, Warranties and Covenants of the Master Servicer and the Company (a) For representations, warranties and covenants of the Master Servicer, see Section 2.03(a)

  • Nonsurvival of Representations and Warranties None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY Seller and the Company jointly and severally represent and warrant to the Purchaser that:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER 4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule 2-A attached to such Exhibit 2. In addition, Seller hereby further represents, warrants and covenants to Purchaser as of the date hereof as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub hereby represent and warrant to Seller as follows:

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