Intermediate Holdings. (a) Within 90 days after the First Amendment Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), the Borrowers shall have procured that (a) Indivior plc shall have formed a direct Wholly-Owned Subsidiary under the laws of England and Wales (in the form of a private limited company) (“Intermediate Holdings”), (c) the Borrower Representative shall have become a direct, Wholly-Owned Subsidiary of Intermediate Holdings (and, for the avoidance of doubt, the transfer to Intermediate Holdings of the shares in the Borrower Representative shall be made subject to any security interest created by the Holdings Pledge), (b) the Collateral and Guarantee Requirement shall have been satisfied with respect to Intermediate Holdings and (d) Intermediate Holdings and the Administrative Agent shall have executed a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent (which shall not require the consent of any Lenders or any other Person) pursuant to which Intermediate Holdings shall become subject to, and bound by, the covenants, representations and warranties, Events of Default and other obligations of the Borrowers hereunder (it being acknowledged and agreed that Intermediate Holdings shall not be a Borrower hereunder), which joinder agreement shall, among other things, (i) replace certain references to the “Borrower Representative” with “Intermediate Holdings”, including for purposes of prospective provisions of financial statements and for purposes of calculating financial covenants and financial terms as used herein, (ii) add references to “Intermediate Holdings” in certain instances where the Borrower Representative (or any Borrower) is referenced, (iii) provide for a customary “passive holding company” covenant on behalf of Intermediate Holdings and (iv) make such other technical changes as may be agreed or required by the Administrative Agent. Each of the Lenders hereby authorizes and directs the Administrative Agent to take the actions contemplated by this Section 5.20.
Intermediate Holdings. From time to time after the Closing Date, Holdings may form a new Subsidiary to become the direct parent company of the Borrower holding 100% of the Equity Interests in the Borrower; provided that contemporaneously with the formation of such new direct parent company of the Borrower (an “Intermediate Holdings”), such Person constitutes a Permitted HoldCo and (x) enters into a supplement to this Agreement duly executed and delivered on behalf of such Person, pursuant to which such Person becomes a party to this Agreement as “Holdings”, (y) guarantees (to the same extent as Holdings) Secured Obligations pursuant to the Guaranty, and (y) enters into a joinder to the Security Agreement pursuant to which such Person grants a Lien on all or substantially all of its assets, including, but not limited to, 100% of the Equity Interests in the Borrower as security for the Secured Obligations. Immediately after any Intermediate Holdings complying with the proviso in the foregoing sentence, the Guarantee incurred by the then existing Holdings of the Secured Obligations shall automatically terminate and Holdings shall be released from its obligations under the Loan Documents, shall cease to be a Loan Party and any Liens created by any Loan Documents on any assets or Equity Interests owned by Holdings shall automatically be released (unless, in each case, the Borrower shall elect in its sole discretion that such release of Holdings shall not be effective), and thereafter Intermediate Holdings shall be deemed to be Holdings for all purposes of this Agreement and the other Loan Documents (until any additional Intermediate Holdings shall be formed in accordance with this Section 1.08).
Intermediate Holdings. Intermediate Holdings shall not engage in any trade or business, or own any assets (other than Stock of its Subsidiaries) or incur any Indebtedness (other than Indebtedness consisting of subordinated intercompany loans and advances permitted by Section 6.3(h)) or Guaranteed Indebtedness (other than the Obligations).
Intermediate Holdings. Notwithstanding anything to the contrary herein, the Parent shall, and shall cause Intermediate Holdings to, substantially concurrently with consummation of the Intermediate Holdings Reorganization, as applicable, (i) execute and deliver an assumption agreement under the Guaranty and Security Agreement, (ii) pledge all of the Equity Interests of Intermediate Holdings and the Borrower (including delivery of any stock certificates evidencing the Equity Interests of Intermediate Holdings, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof), as applicable, owned by the Parent and Intermediate Holdings, respectively, (iii) deliver an amended and restated Schedule 7.14 of the Credit Agreement in accordance with Section 7.14, (iv) deliver a certificate designating such entity as “Intermediate Holdings” and certifying that the only assets held by Intermediate Holdings are Equity Interests of the Borrower, and (v) execute and deliver such other additional closing documents and certificates as shall reasonably be requested by the Administrative Agent.
Intermediate Holdings. Intermediate Holdings represents and warrants to each Syndicate Stockholder that:
Intermediate Holdings. Intermediate Holdings shall have, or shall substantially concurrently with the Amendment No. 3 Effective Date, merged with and into the Borrower, with the Borrower as the surviving Person.
Intermediate Holdings. Upon the Amendment No. 3 Effective Date, Intermediate Holdings shall, without any further action by the Collateral Agent or the Lenders, be released from its Guarantee of the Obligations and its obligations with respect to the Security Documents (including, but not limited to, the Guarantee and Collateral Agreement) and the pledge of the stock of the Borrower by Intermediate Holdings shall be released.
Intermediate Holdings each Borrower and ---------- each of the Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business (including its Mortgaged Properties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes and subject to Permitted Encumbrances.
