Intra-Group Indebtedness Sample Clauses

Intra-Group Indebtedness. In respect of each Group Company: (a) to the extent that the amount of any Intra-Group Payable as reflected in the relevant Final Net Debt Statement is less than the relevant amount of the Estimated Intra-Group Payable repaid pursuant to Clause 6.3.1(a), Seller shall procure that the relevant member of Seller's Group pays to the relevant Group Company an amount equal to such deficit; (b) to the extent that the amount of any Intra-Group Payable as reflected in the relevant Final Net Debt Statement exceeds the relevant amount of the Estimated Intra-Group Payable repaid pursuant to Clause 6.3.1(a), Purchaser shall procure that the relevant Group Company pays to the relevant member of Seller's Group an amount equal to such excess; (c) to the extent that the amount of any Intra-Group Receivable as reflected in the relevant Final Net Debt Statement is less than the relevant amount of the Estimated Intra-Group Receivable repaid pursuant to Clause 6.3.1(a), Purchaser shall procure that the relevant Group Company pays to the relevant member of Seller's Group an amount equal to such deficit; and (d) to the extent that the amount of any Intra-Group Receivable as reflected in the relevant Final Net Debt Statement exceeds the relevant amount of the Estimated Intra-Group Receivable repaid pursuant to Clause 6.3.1(a), Seller shall procure that the relevant member of Seller's Group pays to the relevant Group Company an amount equal to such excess.

Intra-Group Indebtedness. (a) The Borrower shall not incur (or agree to incur) or have outstanding any Intra-Group Indebtedness unless such Intra-Group Indebtedness is subordinated (the "Subordinated Indebtedness") to the Borrower's liabilities under the Finance Documents to which it is a party by: (i) the execution (at the cost of the Borrower) of a Subordination Deed, by the relevant inter-company or shareholder (as subordinated lender) and the Borrower (as debtor) in favour of the Security Agent; and (ii) the delivery to the Security Agent of that Subordination Deed, all relevant supporting corporate authorisation and ancillary documents, legal opinion(s) and all relevant document(s) mentioned in Part I of Schedule 2 (Conditions precedent), mutatis mutandis, as requested by the Security Agent or the legal counsel of the Security Agent. (b) The Borrower shall not pay, repay or prepay any principal, interest, or other amount on or in respect of, or redeem, purchase or defease any Subordinated Indebtedness except (i) as specifically permitted by the terms of the Subordination Deed or (ii) for any repayment of Subordinated Indebtedness on the first Utilisation Date to Guarantor B for the purpose of Guarantor B's full redemption of the Notes (as contemplated in paragraph (a) of Clause 3.1 (Purpose)) on 29 August 2016.

Intra-Group Indebtedness. 4.1 If following the making of the payment required by clause 3.4(b): (a) any Intra-Group Payables remain outstanding, the relevant Group Company shall promptly settle such amounts and the Seller shall pay to the Buyer an equivalent amount; or (b) any Intra-group Receivables remain outstanding the relevant member of the Seller’s Group shall promptly settle such amounts and the Buyer shall pay to the Seller an equivalent amount, and in each case any payment made by the Buyer or the Seller pursuant to this clause 4.1 shall be deemed to be and take effect as an adjustment to the Share Consideration. 4.2 Between the date of this agreement and the making of the payments under clause 4.1 the Buyer and the Seller shall procure that no demand or enforcement action is taken in respect of the Intra-Group Payables or Intra-Group Receivables. During such period the Intra-Group Payables and Intra-Group Receivables shall not attract interest. 4.3 The Seller on behalf of each member of the Seller’s Group acknowledges that receipt by it of the payment pursuant to clause 3.4(b) represents payment in full of the Intra-Group Payables due from the Company and payment in full of the Intra-Group Receivables due to the Company.

Intra-Group Indebtedness. 7.5.1 Not less than four Business Days prior to the Closing Date, the Sellers shall notify the Purchaser of the (i) Intra-Group Payables, (ii) the Intra-Group Receivables, (iii) the amount of any short term funding provided by the E.ON AG Group to the Group to fund the payment of amounts owed by the Group to persons other than members of the E.ON AG Group, (the “Short Term Funding Closing Balance”) and of the amount of any cash sweep owed by the E.ON AG Group to the Group as at Closing as referred to in subparagraph (ii) of the definition of Ordinary Trading Items (the “Closing Cash Sweep Balance”), in each case as at the Closing Date and in each case specifying the relevant debtor and creditor in respect of each such item (the “Intra-Group Items Notice”). For the avoidance of doubt, the Corporation Tax Recharge Payment shall be repaid in accordance with Clause 7.7 and this Clause 7.5 shall not apply to such repayment, which will not be included in the Intra-Group Items Notice. 7.5.2 On Closing, subject to Clause 3 hereof: (i) the Purchaser shall procure that each relevant Group Company repays to the relevant member of the E.ON AG Group the amount of any Intra-Group Payables and Short Term Funding Closing Balance as at Closing and shall acknowledge on behalf of each relevant Group Company the payment of the Intra-Group Receivables in accordance with Clause 7.5.2(ii); and (ii) the Sellers shall procure that each relevant member of the E.ON AG Group repays to the relevant Group Company the amount of any Intra-Group Receivables and Closing Cash Sweep Balance and shall acknowledge on behalf of each relevant member of the E.ON AG Group the payment of the Intra-Group Payables and Short Term Funding Closing Balance in accordance with Clause 7.5.2(i), in each case as notified in accordance with Clause 7.5.1. 7.5.3 Any Ordinary Trading Items (other than the Short Term Funding Balance and the Closing Cash Sweep Balance) including DUoS related payments between any member of the E.ON AG Group and any Group Company shall be settled in accordance with their terms or, if there are no terms, in accordance with past practice but, in each case by no later than the date falling 20 days after Closing.

Intra-Group Indebtedness. The amount of Intra-Group Indebtedness notified by AIB to the Purchaser pursuant to Clause 7.5.1 will on notification be accurate in all material respects.

Intra-Group Indebtedness. In respect of each Group Company: (a) to the extent that the amount of any Intra-Group Payable is less than the amount of the Estimated Intra-Group Payable, Seller shall have an obligation to pay, on behalf of the relevant member of the Seller’s Group, to Purchaser, acting on behalf of the relevant Group Company, an amount equal to such deficit; (b) to the extent that the amount of any Intra-Group Payable exceeds the amount of the Estimated Intra-Group Payable, Purchaser shall have an obligation to pay, on behalf of the relevant Group Company, to Seller, acting on behalf of the relevant member of the Seller’s Group, an amount equal to such excess; (c) to the extent that the amount of any Intra-Group Receivable is less than the amount of the Estimated Intra-Group Receivable, Purchaser shall have an obligation to pay, on behalf of the relevant Group Company, to Seller, acting on behalf of the relevant member of the Seller’s Group, an amount equal to such deficit; and (d) to the extent that the amount of any Intra-Group Receivable exceeds the amount of the Estimated Intra-Group Receivable, Seller shall have an obligation to pay, on behalf of the relevant member of the Seller’s Group, to Purchaser, acting on behalf of the relevant Group Company, an amount equal to such excess.

Intra-Group Indebtedness. No member of the Group other than ALSTOM Holdings is at the date of this Agreement a creditor of Indebtedness of the Borrower and thereafter a creditor of Indebtedness of the Borrower which has not complied with Clause 18.24 (Subordination of Indebtedness to Subsidiaries).

Intra-Group Indebtedness. Other than under the Subordinated Loans, the Term Loans, the Money Market Loans, the Repos, the Intra-group Amounts, the NBET Deposits and the Derivatives (all of which were entered into in the ordinary course of trading as previously conducted) there is no outstanding indebtedness or other liability (actual or contingent) between any Group Company and any member of the Seller’s Group or between any Group Company and any directors or employees of any Group Company or any member of the Seller’s Group (or any Connected Persons of those directors or employees) and no security for any such indebtedness has been given and remains outstanding.

Intra-Group Indebtedness. (a) No Intra-Group Debtor will (and each Intra-Group Debtor will procure that none of its subsidiaries will) without the prior written consent of the Majority Banks: (i) make any payment or distribution of any kind whatsoever in respect of or on account of all or any part of the Intra-Group Indebtedness or seek to discharge all or any part of the Intra-Group Indebtedness in any way, other than payments permitted by Clause 4.3 (Intra-Group Indebtedness) or as a result of action taken in accordance with Clause 8 (Subordination on Insolvency); or (ii) save as permitted by the Facilities Agreements, create or permit to subsist any security over any of its assets, or give or permit to subsist (whether directly or indirectly) any guarantee in respect of the Intra-Group Indebtedness or any part thereof; or (iii) take or omit to take any action whereby the ranking and/or subordination of the Intra-Group Indebtedness contemplated by this Deed would be impaired.