Spanish Terms. In this Agreement, a reference to any of the following (in the case of paragraph (a) or (b) below, in relation to (or to the obligations of) a company incorporated in Spain):
Spanish Terms. 2.3.1 In this Loan Agreement, where it relates to the Guarantor, a reference to:
(i) administration application: includes a solicitud de concurso voluntario or solicitud de concurso necesario with the meaning attributed to them under the Spanish Insolvency Law (Ley Concursal);
(ii) winding-up includes, without limitation, disolución, liquidación, procedimiento concursal en fase de liquidación or any other similar proceedings;
(iii) a receiver, administrative receiver, administrator includes, without limitation, administrador del concurso or any other person performing the same function;
(iv) a composition with creditors includes the celebration of a convenio concursal as well as any pre-insolvency remedy and shielding mechanism for financing debt provided for under Spanish law, including but not limited to, those provided under articles 5 bis and 71.6 of Spanish insolvency Act;
(v) security Interest includes, without limitation, any prenda, hipoteca and any other garantía real, derecho de retención, crédito privilegiado, or other transaction having the same effect as each of the foregoing;
(vi) a person being unable to pay its debts includes that person being in a state of insolvencia or concurso; and
(vii) a guarantee: includes any bond (fianza), performance bond (aval) and first demand guarantee (garantía a primer requerimiento).
Spanish Terms. Unless a contrary indication appears, a reference in this Agreement to: (i) a liquidator, a trustee in bankruptcy, a judicial custodian, a compulsory manager, a receiver, an administrative receiver and an administrator shall be construed, to the extent Spanish law is the applicable law as including administrador concursal, liquidador, administrador judicial, or any other person performing the same function as each of the foregoing; (ii) the winding up or dissolution or insolvency of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding up, reorganisation, bankruptcy, moratorium of payments, division, statutory merger, dissolution, administration, arrangement, adjustment, protection or relief of debtors, in relation to any Spanish company, without limitation, concurso necesario, concurso voluntario, insolvencia, disolución, liquidación; and (iii) “financial assistance” means (a) in respect to a Spanish Loan Party incorporated as a sociedad anónima, financial assistance under article 150 of the Spanish Companies Act or in any other legal provision that may substitute such article 150 or be applicable to any Spanish Loan Party in respect of such financial assistance; and (b) in respect to a Spanish Loan Party incorporated as a sociedad de responsabilidad limitada, financial assistance under article 143 of the Spanish Companies Act or in any other legal provision that may substitute such article 143 or be applicable to any Spanish Loan Party in respect of such financial assistance.
Spanish Terms. For purposes of any assets, liabilities or entities located in the Spain and for all other purposes pursuant to which the interpretation or construction of this Agreement or any other Loan Document may be subject to the laws of the Spain or a court or tribunal exercising jurisdiction in the Spain or where it relates to an entity incorporated in Spain or to an entity having its center of main interests (as that term is used in Article 3(1) of the Regulation (EU) No 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), as amended) in Spain, a reference to: (a) a “winding-up”, “administration” or “insolvency” or “dissolution” means a liquidación, disolución, procedimiento concursal, concurso as defined in Spanish Insolvency Law or the declaration of insolvency (declaración de concurso), including any solicitud de inicio del procedimiento de concurso voluntario, the request of declaration of insolvency by a third party (solicitud de concurso por acreedores) which results in the declaration of insolvency proceedings by the relevant court (declaración de concurso necesario) and “insolvency proceeding” means a declaración de concurso, mandatory or voluntary (necesario o voluntario) and any step or proceeding related to a concurso under the Spanish Insolvency Law (including, without limitation, any petition filed under article 583 or article 631 and subsequent of the Spanish Insolvency Law); (b) “liquidator”, “receiver”, “administrative receiver” or “administrator” means mediador concursal, administrador del concurso, administración concursal or any other person or entity performing the same function; (c) a “composition”, “compromise”, “assignment” or similar arrangement with any creditor means a convenio or acuerdo extrajudicial de refinanciación for the purposes of Spanish Insolvency Law; (d) a “compulsory manager”, “receiver” or “administrator” means an administrador concursal, liquidador or any other person appointed as a result of any proceedings described in paragraphs (a) to (c) above; (e) “financial assistance” has the meaning stated in Chapter VI of Title IV of the Spanish Companies Law or in any other foreign law on financial assistance that is mandatorily applicable to a Spanish Borrower;; (f) a “matured obligation” means any crédito líquído, vencido y exigible; (g) a “person being unable to pay its debts” means that person being in a state of concurso as defined in Spanish Insolvency Law;; (h) “truste...
Spanish Terms. In this Agreement, where it relates to a Spanish Loan Party or Spanish Security Documents, a reference to:
(a) a “winding-up”, “administration” or “insolvency” or “dissolution” means a liquidación, disolución, procedimiento concursal, concurso as defined in Spanish Insolvency Law or the declaration of insolvency (declaración de concurso), including any solicitud de inicio del procedimiento de concurso voluntario, the request of declaration of insolvency by a third party (solicitud de concurso por acreedores) which results in the declaration of insolvency proceedings by the relevant court (declaración de concurso necesario) and “insolvency proceeding” means a declaración de concurso, necessary or voluntary (necesario o voluntario) and any step or proceeding related to a concurso under the Spanish Insolvency Act in connection with or as a result of any financial difficulty (excluding when such proceeding is made with any Lender) (including, without limitation, any petition filed under article 5 bis or article 231 of the Spanish Insolvency Law excluding when such proceeding is made with any Lender);
Spanish Terms. In this Agreement, where it relates to a Spanish Loan Parties or Spanish Security Documents, a reference to:
Spanish Terms. Where it relates to a Spanish entity and unless the contrary intention appears, a reference to:
(a) distributions includes any payment made by any person in favor of any other person on account of, inter alia: (i) distribution of dividendos (in cash, in kind, interim dividends and dividends distributed out of reserves); (ii) capital reductions involving the return of capital contributions or return of the issuance premium; (iii) payments or repayments made under any loan made between members of the Group and its direct or indirect shareholders; and (iv) payments (including any considerations for goods or service provisions) under any contracts entered into with its shareholders or persons or entities within their group or otherwise related and any other transactions similar or analogous to those above, the effect of which is to return capital or contributions.
Spanish Terms. Where it relates to a Spanish entity and unless the contrary intention appears, a reference to:
(a) a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator receiver, administrator or similar officer includes (without limitation) any:
(i) administrador judicial or insolvency receiver appointed under the Spanish Insolvency Act;
(ii) liquidador appointed under the Spanish Companies Act; or
(iii) any other person with similar functions or powers appointed in accordance with the laws applicable in Spain;
(b) a winding-up, administration, dissolution or insolvency includes, without limitation, bankruptcy (concurso mercantil), either current (actual) or imminent (inminente) within the meaning of Article 2 of the Spanish Insolvency Act, any composition with creditors (either convenio, acuerdo extrajudicial de pagos or acuerdo de refinanciación) within the meaning of the Spanish Insolvency Act or the filing of the communication envisaged in article 5 bis of the Spanish Insolvency Act or any other provision implying under Spanish law the commencement of any proceeding (either judicial or otherwise) or negotiation with creditors in order to avoid the commencement of any proceeding as a result of the relevant debtor being unable (or envisaging that it will be unable) to pay its debt;
(c) a person being unable to pay its debts or suspending or threatening to suspend making payments on any of its debts includes that person being in a state of cessation of payments and having lost its commercial creditworthiness;
(d) by-laws (estatutos) or constitutional documents include up-to-date (restated) articles of association;
(e) a director, officer or manager includes an administrador or, if applicable,
(f) distributions includes any payment made by any person in favor of any other person on account of, inter alia: (i) distribution of dividendos (in cash, in kind, interim dividends and dividends distributed out of reserves); (ii) capital reductions involving the return of capital contributions or return of the issuance premium; (iii) payments or repayments made under any loan made between members of the Group and its direct or indirect shareholders; and (iv) payments (including any considerations for goods or service provisions) under any contracts entered into with its shareholders or persons or entities within their group or otherwise related and any other transactions similar or analogous to those above, the effect of which is to ...
Spanish Terms. In this Agreement, where it relates to a person incorporated or formed or having its center of main interests in Spain, a reference to:
(a) “insolvency” (concurso) or “insolvency proceeding” (procedimiento concursal) and any step or proceeding relating to it has the meaning attributed to them under the Spanish Recast Insolvency Law, including a declaración de concurso con independecia de su carácter necesario o voluntario (including any notice to a competent court pursuant to article 583 et seq of the Spanish Recast Insolvency Law and its solictud de inicio de procedimiento de concurso, auto de declaración de concurso, convenio judicial o extrajudicial con acreedores and transacción extrajudicial). A person being unable to pay its debts includes that person being in a state of insolvencia or in concurso according to Spanish Recast Insolvency Law;
