Intra-Group Liabilities Sample Clauses
The Intra-Group Liabilities clause defines how financial obligations between entities within the same corporate group are treated under the agreement. It typically outlines whether debts or claims owed by one group company to another are recognized, subordinated, or excluded for the purposes of the contract. For example, it may specify that intra-group loans are not counted when calculating net liabilities or that such claims are postponed in insolvency scenarios. This clause ensures clarity in financial arrangements within a group, preventing internal debts from affecting the rights of external creditors or distorting the assessment of a party’s financial position.
Intra-Group Liabilities. (a) Each of the Parties agrees that the Intra-Group Liabilities are postponed and subordinated to the Liabilities owed by the Debtors to the Senior Creditors.
(b) This Agreement does not purport to rank any of the Intra-Group Liabilities as between themselves.
(c) The Intra-Group Liabilities shall not be secured by any of the Shared Transaction Security.
Intra-Group Liabilities. (a) Each of the Parties agrees that with effect from the date of this Agreement and until the Final Discharge Date, the Intra-Group Liabilities are, in any Insolvency Proceedings in relation to the relevant Debtor or Security Provider, postponed and subordinated to the Liabilities owed by that Debtor or Security Provider to the Facilities Agreement Creditors, the Refinancing Creditors and the Noteholders.
(b) This Agreement does not purport to rank any of the Intra-Group Liabilities as between themselves.
Intra-Group Liabilities exceptions
Intra-Group Liabilities. Each of the Parties agrees that the Intra-Group Liabilities are postponed and subordinated in accordance with the terms of this Agreement to the Liabilities owed by the Debtors to the Primary Creditors.
Intra-Group Liabilities. Exceptions Notwithstanding anything to the contrary in this Agreement or any other Secured Debt Document and without imposing any additional obligation or restriction on any member of the Group, nothing in this Agreement (including this Clause 8 or Clause 19 (Changes to the Parties)) or any other Secured Debt Document shall prohibit or restrict any capitalisation, forgiveness, write-off, waiver, release, transfer or other discharge of any Intra-Group Liabilities (or any amounts due, payable or owing in connection therewith) or any other amount due, payable or owing by one member of the Group to another member of the Group, in the case of Intra-Group Liabilities unless an Acceleration Event has occurred and is continuing and the Security Agent (acting on the instructions of an Instructing Group) has delivered a written notice to the Parent stating that no such action shall be permitted without the prior consent of an Instructing Group.
Intra-Group Liabilities. The Seller, the Seller's Guarantor and D▇. ▇▇▇▇▇▇▇▇▇▇▇ shall have fulfilled (erfüllen) and discharged (ablösen) any liabilities (Verpflichtungen) vis-à-vis the Target Companies and the Seller, the Seller's Guarantor and D▇. ▇▇▇▇▇▇▇▇▇▇▇ shall ensure that the Target Companies shall have fulfilled and discharged any liabilities vis-à-vis the Seller, the Seller's Guarantor and D▇. ▇▇▇▇▇▇▇▇▇▇▇ prior to or at the Closing Date irrespective of their due date. The Seller and the Seller's Guarantor further covenant that the other entities of the Seller's Group (except the Target Companies) shall have fulfilled and discharged any liabilities vis-à-vis the Target Companies prior to or at the Closing Date irrespective of their due date, or the Seller and the Seller's Guarantor shall, at their discretion, have fulfilled and discharged these liabilities as a "third party" within the meaning of Section 267 German Civil Code prior to or at the Closing Date.
Intra-Group Liabilities. Prior to the Senior Discharge Date and the Mezzanine Discharge Date, none of the Intra-Group Lenders shall be entitled to without the consent of the Senior Agent (or, after the Senior Discharge Date, the consent of the Mezzanine Agent):
18.5.1 accelerate any of the Intra-Group Liabilities, make demand in respect of any of the Intra-Group Liabilities or otherwise declare any of the Intra-Group Liabilities prematurely due and payable for any reason whatsoever; or
18.5.2 discharge, ▇▇▇ for or institute legal proceedings to recover all or any part of the Intra-Group Liabilities from any person; or
18.5.3 petition, apply for or vote in favour of any resolution for the winding-up, dissolution, administration or voluntary arrangement or any other insolvency proceeding in relation to any of the Obligors.
18.5.4 save to the extent expressly permitted under Clause 12 (Permitted Payments), take or receive from any member of the Group by cash receipt, set-off (save to the extent it may be required to do so or the same occurs automatically by operation of law under any applicable law) or in any other manner whatsoever, the whole or any part of the Intra-Group Liabilities nor any security therefor.
Intra-Group Liabilities. Prior to the Senior Discharge Date and the Mezzanine Discharge Date, none of the IntraGroup Lenders shall be entitled to without the consent (or direction) of the Senior Agent (or, after the Senior Discharge Date, the consent of the Mezzanine Agent, acting on the instructions of the Majority Mezzanine Lenders):
16.3.1 accelerate any of the Intra-Group Liabilities; or
16.3.2 ▇▇▇ for or institute legal proceedings to recover all or any part of the Intra-Group Liabilities; or
16.3.3 petition or apply for or vote in favour of any resolution for the winding-up, dissolution, administration of or voluntary arrangement in relation to any of the Intercreditor Obligors; or
16.3.4 claim or rank as a creditor in the insolvency, winding-up, bankruptcy or liquidation of any Intercreditor Obligor.
Intra-Group Liabilities