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. (b) For the purposes of paragraph (a) above, a reference to the “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). (c) The obligations under this Clause 19 (Guarantee and Indemnity) of any Spanish Guarantor incorporated as a sociedad anónima 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 shares (acciones) representing the share capital of such Spanish Guarantor 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 capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of its holding company, 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 149 and 150 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 above-mentioned funds. (d) For the purposes of paragraph (c) above, a reference to a “holding company” of a Spanish Guarantor shall mean the company which, directly or indirectly, owns the majority of the voting rights of such Spanish Guarantor or that may have a dominant influence on such Spanish Guarantor. It shall be presumed that one company has a dominant influence on another company when: (i) any of the scenarios set out in section 1 of article 42 of the Spanish Commercial Code (Código de Comercio) are met; or (ii) when at least half plus one of the members of the managing body of the Spanish Guarantor are also members of the managing body or top managers (altos directivos) of the dominant company or of another company controlled by such dominant company.

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. (b) For the purposes of paragraph (a) above, a reference to the “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). (c) The obligations under this Clause 19 (Guarantee and Indemnity) of any Spanish Guarantor incorporated as a sociedad anónima 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 shares (acciones) representing the share capital of such Spanish Guarantor 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 capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of its holding company, 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 149 and 150 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 above-mentioned funds. (d) For the purposes of paragraph (c) above, a reference to a “holding company” of a Spanish Guarantor shall mean the company which, directly or indirectly, owns the majority of the voting rights of such Spanish Guarantor or that may have a dominant influence on such Spanish Guarantor. It shall be presumed that one company has a dominant influence on another company when: (i) any of the scenarios set out in section 1 of article 42 of the Spanish Commercial Code (Código de Comercio) are met; or (ii) when at least half plus one of the members of the managing body of the Spanish Guarantor are also members of the managing body or top managers (altos directivos) of the dominant company or of another company controlled by such dominant company. (e) If any Spanish Guarantor is incorporated as a Spanish sociedad de responsabilidad limitada, its obligations under the Finance Documents and in particular under this Clause 19 shall not extend to obligations in respect of any issuance of notes, bonds or any other negotiable securities within the meaning of Article 402 of the Consolidated Text of the Companies Law approved by the Legislative Royal Decree 1/2010.

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. (b) For the purposes of paragraph (a) above, a reference to the “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). (c) The obligations under this Clause 19 (Guarantee and Indemnity) of any Spanish Guarantor incorporated as a sociedad anónima 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 shares (acciones) representing the share capital of such Spanish Guarantor 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 capital of such Spanish Guarantor or shares (acciones) or quotas (participaciones sociales) representing the share capital of its holding company, 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 149 and 150 81 of the Consolidated Text of the Royal Decree-Law on Spanish Stock Companies Law approved by the Legislative Royal Decree 1/2010(Texto Refundido de xx Xxx de Sociedades Anónimas), 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. (d) For the purposes of paragraph (c) above, a reference to a “holding company” of a Spanish Guarantor shall mean the company which, directly or indirectly, owns the majority of the voting rights of such Spanish Guarantor or that may have a dominant influence on such Spanish Guarantor. It shall be presumed that one company has a dominant influence on another company when: (i) any of the scenarios set out in section 1 of article 42 of the Spanish Commercial Code (Código de Comercio) are met; or (ii) when at least half plus one of the members of the managing body of the Spanish Guarantor are also members of the managing body or top managers (altos directivos) of the dominant company or of another company controlled by such dominant company.

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. (b) For the purposes of paragraph (a) above, a reference to the “group” of a Spanish Guarantor Debtor shall mean such Spanish Guarantor Debtor and any other companies constituting a group as such term is defined under article 42 of the Spanish Commercial Code (Código de Comercio). (c) The obligations under this Clause 19 (Guarantee and Indemnity) of 16, any Spanish Guarantor Debtor incorporated as a sociedad anónima 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 (aA) acquiring shares (acciones) representing the share capital of such Spanish Guarantor Debtor or shares (acciones) or quotas (participaciones sociales) representing the share capital of its holding company or (bB) refinancing a previous debt incurred by any Obligor Debtor for the acquisition of shares (acciones) representing the share capital of such Spanish Guarantor Debtor or shares (acciones) or quotas (participaciones sociales) representing the share capital of its holding company, 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 149 and 150 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 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 above-mentioned funds. (d) For the purposes of paragraph (c) above, a reference to a “holding company” of a Spanish Guarantor Debtor shall mean the company which, directly or indirectly, owns the majority of the voting rights of such Spanish Guarantor Debtor or that may have a dominant influence on such Spanish GuarantorDebtor. It shall be presumed that one company has a dominant influence on another company when: (i) any of the scenarios set out in section 1 of article 42 of the Spanish Commercial Code (Código de Comercio) are met; or (ii) when at least half plus one of the members of the managing body of the Spanish Guarantor Debtor are also members of the managing body or top managers (altos directivos) of the dominant company or of another company controlled by such dominant company.

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. (b) For the purposes of paragraph (a) above, a reference to the “group” of a Spanish Guarantor Debtor shall mean such Spanish Guarantor Debtor and any other companies constituting a group as such term is defined under article 42 of the Spanish Commercial Code (Código de Comercio)., (c) The obligations under this Clause 19 (Guarantee and Indemnity) of 15, any Spanish Guarantor Debtor incorporated as a sociedad anónima anonima 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 (aA) acquiring shares (acciones) representing the share capital of such Spanish Guarantor Debtor or shares (acciones) or quotas (participaciones sociales) representing the share capital of its holding company or (bB) refinancing a previous debt incurred by any Obligor Debtor for the acquisition of shares (acciones) representing the share capital of such Spanish Guarantor Debtor or shares (acciones) or quotas (participaciones sociales) representing the share capital of its holding company, 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 149 and 150 81 of the Consolidated Text of the Royal Decree-Law on Spanish Stock 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 above-mentioned funds. (d) For the purposes of paragraph (c) above, a reference to a “holding company” of a Spanish Guarantor shall mean the company which, directly or indirectly, owns the majority of the voting rights of such Spanish Guarantor or that may have a dominant influence on such Spanish Guarantor. It shall be presumed that one company has a dominant influence on another company when: (i) any of the scenarios set out in section 1 of article 42 of the Spanish Commercial Code (Código de Comercio) are met; or (ii) when at least half plus one of the members of the managing body of the Spanish Guarantor are also members of the managing body or top managers (altos directivos) of the dominant company or of another company controlled by such dominant company.