Intra-group Debt. (a) Each of BHP Billiton and Rio Tinto must procure that, as at the start of the JV Commencement Date:
(i) in the case of BHP Billiton, neither the BHP Billiton Issuer nor any of its subsidiaries which are BHP Billiton JV Entities or which directly or indirectly hold shares in BHP Billiton JV Entities; and
(ii) in the case of Rio Tinto, neither the Rio Tinto Issuer nor any of its subsidiaries which are Rio Tinto JV Entities or which directly or indirectly hold shares in Rio Tinto JV Entities, has any Intra-group Debt, except for:
(iii) any Agreed Opening Iron Ore Loans;
(iv) any Agreed Opening Excluded Loans;
(v) any obligation to counter-indemnify an Affiliate in respect of an Owner Guarantee; and
(vi) any Iron Ore Liabilities in respect of transactions approved by the Implementation Oversight Committee or agreed between Rio Tinto and BHP Billiton.
(b) Each of BHP Billiton and Rio Tinto must procure that, before the JV Commencement Date any Intra-group Debt that is not permitted by paragraphs (a)(iii) to (a)(vi) (inclusive) is either discharged and extinguished in full or is converted to equity, such discharge or conversion to equity to be done:
(i) in the case of a wholly-owned subsidiary, in such manner as to ensure that the relevant entity remains a wholly-owned subsidiary of the BHP Billiton Issuer or the Rio Tinto Issuer (as the case requires); and
(ii) in all cases, in such manner as to ensure that no Stamp Duty or other Tax liability arises.
(c) If after subscription for, and issue of, all Debentures at Completion pursuant to clause 7.3, any part of Rio Tinto’s or BHP Billiton’s Agreed Opening Iron Ore Loans remain Implementation Agreement outstanding, the outstanding balance will be converted to an Excluded Loan of Rio Tinto or BHP Billiton (as applicable) from Completion.
Intra-group Debt. In connection with any Enforcement Action taken or to be taken by the Security Agent, each Intra-Group Creditor shall only take such Enforcement Action in relation to the Intra-Group Debt as it is directed by the Security Agent to take and, if so required by the Security Agent, shall (to the extent it is able) amend, waive or release the Intra-Group Debt owed to it by other Group Companies and/or terms applicable to it in such manner and to such extent as the Security Agent may direct.
Intra-group Debt. The Company shall have repaid any outstanding balance, including accrued interest, on the promissory note issued by AGR Group ASA to the Company on 19 September 2011 in the initial amount of NOK 20,513,000, issued as consideration for the shares in AGR Marine Engineering AS and the net balance in the AGR Group cash pool arrangement shall have been fully settled.
Intra-group Debt. If the Intra-Group Debts Receivable are greater than the Intra-Group Debts Owing, the amount left after deducting the Intra-Group Debts Owing from the Intra-Group Debts Receivable shall be added to the consideration for the BHL Shares, pursuant to clause 2.4(C) (to the extent of such amount).
Intra-group Debt. None of the Target Companies has outstanding any Financial Debt or other debt owing by it to any member of the Sellers’ Group other than the Intra-Group Payables.
Intra-group Debt. In relation to Intra-Group Payables and Intra-Group Receivables owed by or to any member of the Relevant Target Group (the Relevant Target Company):
Intra-group Debt a) The Company shall:
(i) prior to the Closing Date and on a six (6) monthly basis thereafter, or
(ii) promptly on the reasonable request of the Agent, deliver to the Agent a certificate (the “Intercompany Debt Certificate”) signed by the Chief Financial Officer or two (2) directors of the Company setting out the details of any Financial Indebtedness exceeding EUR 15,000,000 between any members of the Group.
b) Where any such Financial Indebtedness is not already secured by a Transaction Security Document, the Company shall procure that each member of the Group which is or becomes a creditor in respect of such Financial Indebtedness shall, within fifteen (15) Business Days of delivering the Intercompany Debt Certificate, enter into an Intra-Group Loan Assignment with the Security Agent in respect of its claims relating to any such loan and/or credit, and do all such acts and execute all such documents in favour of the Security Agent and provide such documentation to the Security Agent as the Security Agent may reasonably require to perfect the Transaction Security created or intended to be created thereunder and evidence that the Intra-Group Loan Assignment has been validly executed by the relevant Obligor.
Intra-group Debt. 10 If this statement cannot be made, the Compliance Certificate should identify any Default and the steps, if any, being taken to remedy it. Yours faithfully MARINE HARVEST ASA By: _______________________ Name: Title: Marine Harvest ASA Norway Nordic Trustee (on behalf of bondholders) Bond loan (ex convertible) NOK 1,250,000,000 General corporate purposes N/A Marine Harvest ASA Norway Nordic Trustee (on behalf of bondholders) Convertible bond loan EUR 350,000,000 General corporate purposes N/A Marine Harvest ASA Norway Nordic Trustee (on behalf of bondholders) Convertible bond loan EUR 375,000,000 General corporate purposes N/A Xxxxxx Foods Vietnam Ltd. Vietnam Bangkok Bank Vietnam Long term bank loan USD 760,000 Debt restructuring (maturing 2015) Fixed assets Marine Harvest Norway AS Norway Various leasing companies Financial lease NOK 13,000,000 Equipment financing N/A Marine Harvest Norway AS Norway Husbanken Term loan NOK 351,000 (To be repaid) Marine Harvest Scotland Ltd. Scotland Clydesdale Bank Hire purchase GBP 158,000 Feed barge Asset security (feed barge) Marine Harvest Scotland Ltd. Scotland Clydesdale Bank Marine Mortgage GBP 268,000 Workboat Asset security (boat) Marine Central & Eastern Europe Czech Republic Leasing company Financial lease CZK 971,000 Equipment financing N/A Marine Harvest Lorient S.A.S France Leasing company Financial lease EUR 187,000 Equipment financing N/A Marine Harvest Kritsen SA France Long-term loan EUR 16,000 To: [DNB BANK ASA] as Agent and MARINE HARVEST ASA as the Company From: [THE INCREASE LENDER] (the “Increase Lender”) Date: [ ] 1 We refer to the Agreement. This is an Increase Confirmation for the purposes of the Agreement. Terms defined in the Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation.
Intra-group Debt. It shall be a condition precedent to this Agreement that the Purchaser shall procure that the Company repays in full the outstanding balance of the Intra-Group Debt with the effect that prior to such repayment the Vendor shall not be obliged to sell and the Purchaser shall not be obliged to purchase the Shares pursuant to this Agreement.
Intra-group Debt. If and to the extent that any Intra Group Debt remains outstanding following Completion and was or is to be accounted for in the Final Debt Amount Statement, the Sellers shall procure that any such Intra Group Debt owing by any member of the Sellers' Group is repaid to the relevant Group Company and the Buyer shall procure that any such Intra Group Debt owing by any Group Company is repaid to the relevant member of the Seller's Group, in any such case:
(a) if the relevant parties have agreed in writing a period during which the amount shall be paid, on or before the end of such period; and
(b) if the relevant parties have not made such an agreement, within 30 days of final agreement/determination of the Final Debt Amount Statement.
