INTRA-GROUP ARRANGEMENTS. Where, under the terms of this Agreement, any amount owing to a Finance Party by one Obligor is in fact paid or repaid (wholly or in part) out of amounts which constitute the property of another Obligor, then (i) the first Obligor shall thereby become indebted to the second Obligor in an amount equal to the amount so paid or repaid and (ii) the amount so owing shall, as between those Obligors, be repayable on demand (but without prejudice to any provision of this Agreement which prohibits such repayments).
INTRA-GROUP ARRANGEMENTS. (a) No Obligor will, without obtaining the Agent's prior written consent:
(i) pay any dividend or make any other distribution of any of its assets to its shareholders or any of them other than in respect of AMAP Disposal Proceeds; or
(ii) pay any other moneys, whether by way of interest, management fees or otherwise howsoever, to any Affiliate, Subsidiary (including any Dormant Subsidiary) or any shareholder, director or employee except for payments in the ordinary course of, and pursuant to the reasonable requirements of, trading and on arms length commercial terms; or
(iii) redeem any of its ordinary or preference share capital. Notwithstanding the foregoing provisions of this Clause 21.7, the Company may pay the Marketing Re-Charge.
INTRA-GROUP ARRANGEMENTS. 5.5.1 Subject to Clause 5.5.2, if following the date of this Agreement any Acquired Company or any of the Acquired Businesses to be acquired by any one Investor (or a member of its Group) is found to be using any assets, facilities or services (including the management and allocation of credit default swaps and other derivatives exposure) of any member of the Retained Group or any Acquired Company or Acquired Business to be acquired by any other Investor (or a member of its Group) or if any member of the Retained Group uses any assets, facilities or services (including as aforesaid) of any Acquired Company or Acquired Business the Investors shall, and the Company shall procure that the Retained Group shall use their respective reasonable endeavours to procure that such arrangements are continued on the same basis as prevailing at the time the need for further arrangements is identified (or otherwise on such terms as the Investors agree) to the extent necessary to enable the relevant companies or businesses using such assets, facilities or services (including as aforesaid) to carry on their business in the manner in which it is carried on at the time that the need for further arrangements contemplated by this Clause 5.5 is identified.
5.5.2 Save with the written consent of all parties, no arrangement may be entered into pursuant to Clause 5.5.1 if to do so would be inconsistent with intra group arrangements that have as at the date of this document been agreed by the parties.
INTRA-GROUP ARRANGEMENTS. (1) There is no indebtedness or liability (actual or contingent) nor any security owed by the Company to any member of the Seller's Group or ICI's Group (as constituted following Completion) other than arising in the Ordinary Course of Business and as conducted on arm's length terms.
(2) There is no agreement or contract to which the Company is a party and to which any member of the Seller's Group (as constituted following Completion) is a party or in which any such member is otherwise interested in any way whatsoever which shall continue beyond the Completion Date.
INTRA-GROUP ARRANGEMENTS. 15.2.1 Seller and Purchaser agree that, except for the agreements listed in Exhibit 15.2.1 (collectively “Surviving Intra-Group Arrangements”), all other agreements between any of the Companies on the one hand and Seller or any of Seller’s Affiliates on the other hand and all other services provided by Seller or any of Seller’s Affiliates to any of the Companies (collectively herein “Non-Surviving Intra-Group Arrangements”) shall be terminated and settled with effect as of the Closing Date without any prepayment penalty or other cost arising from such termination for any of the Companies, Seller or any of Seller’s Affiliates.
15.2.2 In the event any Non-Surviving Intra-Group Arrangement cannot be terminated as provided for in Section 15.2.1 above, such Non-Surviving Intra-Group Arrangement shall be terminated as soon as reasonably possible thereafter. Purchaser shall cooperate, and shall procure (sicherstellen) that the Companies and Purchaser’s Affiliates cooperate, with Seller and Seller’s Affiliates to effect the termination of the Non-Surviving Intra-Group Arrangements.
15.2.3 Purchaser acknowledges that certain of the Companies as of the Signing Date use, or have used in the past, premises together with Seller or Seller’s Affiliates (herein “Shared Premises”). The Companies will no longer be permitted to use the Shared Premises set forth in Exhibit 15.2.3 (herein “Relocation Concept”) as of the Closing Date. Purchaser shall procure (sicherstellen) that the relevant Company vacates the relevant Shared Premises without undue delay, but in any event no later than three (3) months after the Closing Date, without interfering with the other operations of Seller or Seller’s Affiliates on the respective Shared Premise.
15.2.4 This Section 15.2 shall not apply to (i) Intercompany Financing arrangements which shall be dealt with exclusively in accordance with Section 5.1 above, (ii) agreements underlying, relating to, or in connection with, any Security which shall be dealt with exclusively in accordance with Section 15.1 above, (iii) the Carve-out Agreements, and (iv) contracts for the provision of goods and services which are (x) part of the relevant Party’s product or service portfolio offered also to third parties, and (y) not only provided for an interim period to ensure the transition of the Business (Verkehrsgeschäfte).
INTRA-GROUP ARRANGEMENTS. No Obligor will, without obtaining Burdale’s prior written consent:
(a) pay any dividend or make any other distribution of any of its assets to its shareholders or any of them; or
(b) pay any other moneys, whether by way of interest, management fees or otherwise howsoever, to any affiliate, subsidiary or any shareholder, director or employee except for payments in the ordinary course of, and pursuant to the reasonable requirements of, trading and on arms length commercial terms unless immediately following the making of any such payment the amount available for Utilisation (less the aggregate amount of Past Due Payables) would be at least $1,000,000.; or
(c) redeem any of its ordinary or preference share capital.
INTRA-GROUP ARRANGEMENTS. (a) No Obligor will, without obtaining the Agent’s prior written consent:
(i) pay any dividend or make any other distribution of its assets, except (A) in favour of another Obligor; or (B) in the case of the Company (or Waterford Wedgwood U.K. plc on behalf of the Company), if the Group’s consolidated profit before tax in respect of the financial year with respect to which the dividend is to be paid exceeded €20,000,000 or (C) Xxxxxxxxx;
(ii) pay any other moneys, whether by way of interest, management fees or otherwise howsoever, to any Affiliate or Subsidiary except for payments in the ordinary course of, and pursuant to the reasonable requirements of, business and on arms length commercial terms; or
(iii) redeem any of its ordinary or preference share capital, except for (A) the redemption of the EI Preference Shares on the stipulated maturity date, (B) the reduction of the paid in share capital of Ballygunner Holdings and (C) any redemption in connection with the winding up of Ballytruckle Holdings.
(b) Waterford Wedgwood GmbH will not vote in favour of the declaration or payment of a dividend by Xxxxxxxxx without the prior written consent of the Required Lenders.
INTRA-GROUP ARRANGEMENTS. The Purchaser and ICI shall procure that (without prejudice to the operation of the Transitional Services Agreement) on the Completion Date or, if applicable, the Delayed Completion Date, all Intra-Group Arrangements shall, without prejudice to accrued rights or obligations (including amounts payable or accrued) under such arrangements in respect of the period up to the Transfer Time, be terminated with effect from the Transfer Time, and that no right of action shall accrue from such termination, notwithstanding that such termination has been effected otherwise than in accordance with the terms of the relevant contract.
INTRA-GROUP ARRANGEMENTS. Save for those services to be provided under the TSA or those services which the Purchaser has agreed to provide pursuant to the Transaction Documents, there are no services provided in relation to the Businesses or to any Group Company or by any Transferor by any other member of the RBSG Group, where the failure to provide the service after Closing would have a material adverse effect on the Group and its ability to carry on its activities after Closing.
INTRA-GROUP ARRANGEMENTS. No Obligor will, without obtaining the Lender’s prior written consent (such consent not to be unreasonably withheld):
21.7.1 pay any dividend or make any other distribution of any of its assets to its shareholders or any of them; or
21.7.2 (subject to (c) below) pay any other moneys, whether by way of interest, management fees or otherwise howsoever, to any affiliate, subsidiary or any shareholder, director or employee except for (i) payments in the ordinary course of, and pursuant to the reasonable requirements of, trading and on arms length commercial terms and (ii) payments which comply with the terms of clause 6.4;
21.7.3 pay any sales commissions to any of its Affiliates in excess of 10 per cent; or
21.7.4 redeem any of its ordinary or preference share capital.
