Common use of Acquisition of Intra-Group Liabilities Clause in Contracts

Acquisition of Intra-Group Liabilities. (a) Subject to paragraphs (b) and (c) below, each Debtor may, and may permit any other member of the Group to:‌ (i) enter into any Liabilities Acquisition; or (ii) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any Intra-Group Liabilities at any time. (b) Subject to paragraph (c) below, no action described in paragraph (a) above may take place in respect of any Intra-Group Liabilities if:‌ (i) that action would result in a breach of a Debt Document; or (ii) at the time of that action, an Acceleration Event has occurred and is continuing or would occur under any of the Debt Documents. (c) The restrictions in paragraph (b) above shall not apply if:‌ (i) the relevant Instructing Group consent to that action; (ii) if, at that time, the Security Agent is obliged to give effect to instructions from the Majority Second Lien Creditors as to the manner of enforcement of the Common Transaction Security pursuant to paragraph (b) of Clause 14.4 (Manner of Enforcement), the Majority Second Lien Creditors consent to that Payment being made; or (iii) that action is taken to facilitate the making of a Payment to a Primary Creditor that is permitted by this Agreement.

Acquisition of Intra-Group Liabilities. (ai) Subject to paragraphs paragraph (b) and (cii) below, each Debtor may, and may permit any other member of the Group to:‌to: (iA) enter into any Liabilities Acquisition; or (iiB) beneficially own all or any part of the share capital of a company that is party to a Liabilities Acquisition, in respect of any Intra-Group Liabilities at any time. (bii) Subject to paragraph (ciii) below, no action described in paragraph (ai) above may take place in respect of any Intra-Group Liabilities if:‌if: (iA) that action would result in a breach of a Secured Debt Document; or (iiB) at the time of that action, an Acceleration Event has occurred and is continuing or would occur under any of the Debt Documentsoccurred. (ciii) The restrictions in paragraph (bii) above shall not apply if:‌if: (iA) the relevant Instructing Group consent such action is consented to that action; (ii) if, at that time, the Security Agent is obliged to give effect to instructions from the Majority Second Lien Creditors as to the manner by an Act of enforcement of the Common Transaction Security pursuant to paragraph (b) of Clause 14.4 (Manner of Enforcement), the Majority Second Lien Creditors consent to that Payment being madeRequired Secured Parties; or (iiiB) that action is taken to facilitate the making of a Payment to a Primary Creditor payment of the Secured Obligations that is otherwise permitted by this Agreementhereunder and under the Secured Debt Documents.