Common use of Holdcos Clause in Contracts

Holdcos. In the case of the Holdcos only, prior to the date of this Agreement except: (a) as may arise under the Offer, the Tenders, the Transaction Documents, the Market Purchase Facility Agreement, the Market Purchase Agreement, any engagement letter in respect of the High Yield Notes, any other fee or engagement letters entered into in connection with any thereof or in connection with the transactions contemplated in any of them; (b) as may arise under any Treasury Transactions which are permitted under Clause 20.27 (Treasury Transactions) and which are contemplated in the Funds Flow Memorandum; (c) for liabilities for Tax and other customary liabilities for a Holding Company; (d) (in the case of Topco) ownership of the shares in InterCo; (e) (in the case of InterCo) ownership of the shares in PIKCo; (f) (in the case of PIKCo) ownership of the shares in the Borrower; (g) (in the case of the Borrower) ownership of the shares in Bidco; (h) for establishment and administration costs; (i) pursuant to the steps and matters set out in or contemplated by the Structure Memorandum, and (j) in connection with any Market Purchases, including Financial Indebtedness that has been used to make Market Purchases prior to the Closing Date, provided that the same is repaid in full and the facilities therefor are cancelled on or prior to the first Utilisation Date. it has not traded or carried on business and does not have any material assets or any material liabilities or commitments (actual or contingent, present or future).

Holdcos. In the case of the Holdcos only, prior to the date of this Agreement except: (a) as may arise under the Offer, the Tenders, the Transaction Documents, the Market Purchase Facility Agreement, the Market Purchase Agreement, any engagement letter in respect of Agreement or the High Yield Notes, any other fee or engagement letters entered into in connection with any thereof Engagement Letter or in connection with the transactions contemplated in any of themtherein; (b) as may arise under any Treasury Transactions which are permitted under paragraph (c) of Clause 20.27 25.27 (Hedging Arrangements and Treasury Transactions) and which are contemplated in the Funds Flow Memorandum; (c) for liabilities for Tax and other customary liabilities for a Holding Company; (d) (in the case of Topco) ownership of the shares in InterCo; (e) (in the case of InterCo) ownership of the shares in PIKCo; (f) (in the case of PIKCo) ownership of the shares in the BorrowerCompany; (g) (in the case of the BorrowerCompany) ownership of the shares in Bidco; (h) for establishment and administration costs; (i) pursuant to the steps and matters set out in or contemplated by the Structure Memorandum, and (j) in connection with any Market Purchases, including Financial Indebtedness that has been used to make Market Purchases prior to the Closing Date, provided that the same is repaid in full and the facilities therefor therefore are cancelled on or prior to the first Utilisation Date. it has not traded or carried on business and does not have any material assets or any material liabilities or commitments (actual or contingent, present or future).

Holdcos. In the case of the Holdcos only, prior to the date of this Agreement except: (a) as may arise under the Offer, the Tenders, the Transaction Documents, the Market Purchase Facility Agreement, the Market Purchase Agreement, any engagement letter in respect of Agreement or the High Yield Notes, any other fee or engagement letters entered into in connection with any thereof Engagement Letter or in connection with the transactions contemplated in any of themtherein; (b) as may arise under any Treasury Transactions which are permitted under paragraph (c) of Clause 20.27 25.27 (Hedging Arrangements and Treasury Transactions) and which are contemplated in the Funds Flow Memorandum; (c) for liabilities for Tax and other customary liabilities for a Holding Company; (d) (in the case of Topco) ownership of the shares in InterCo;, (e) (in the case of InterCo) ownership of the shares in PIKCo;, (f) (in the case of PIKCo) ownership of the shares in the BorrowerCompany; (g) (in the case of the BorrowerCompany) ownership of the shares in Bidco; (h) for establishment and administration costs; (i) pursuant to the steps and matters set out in or contemplated by the Structure Memorandum, and (j) in connection with any Market Purchases, including Financial Indebtedness that has been used to make Market Purchases prior to the Closing Date, provided that the same is repaid in full and the facilities therefor therefore are cancelled on or prior to the first Utilisation Date. it has not traded or carried on business and does not have any material assets or any material liabilities or commitments (actual or contingent, present or future).

Holdcos. In the case of the Holdcos only, prior to the date of this Agreement except: (a) as may arise under the Offer, the Tenders, the Transaction Documents, the Market Purchase Facility Agreement, the Market Purchase Agreement, any engagement letter in respect of the High Yield Notes, or any other fee or engagement letters entered into in connection with any thereof or in connection with the transactions contemplated in any of them; (b) as may arise under any Treasury Transactions which are permitted under Clause 20.27 (Treasury Transactions) and which are contemplated in the Funds Flow Memorandum; (c) for liabilities for Tax and other customary liabilities for a Holding Company; (dc) (in the case of Topco) ownership of the shares in InterCo; (ed) (in the case of InterCo) ownership of the shares in PIKCothe Company; (e) (in the case of the Company) ownership of the shares in Midco; (f) (in the case of PIKCo) ownership of the shares in the Borrower; (g) (in the case of the BorrowerMidco) ownership of the shares in Bidco; (hg) for establishment and administration costs; (ih) pursuant to the steps and matters set out in or contemplated by the Structure Memorandum, and (ji) in connection with any Market Purchases, including Financial Indebtedness that has been used to make Market Purchases prior to the Closing Date, provided that the same is repaid in full and the facilities therefor are cancelled on or prior to the first Utilisation Date. it has not traded or carried on business and does not have any material assets or any material liabilities or commitments (actual or contingent, present or future).