Intra-Group Indebtedness. 5.1 The intra-group payments shown on the loan account schedule, in the agreed form, accurately and completely represent all payments made from and including 1 January 2010 until the Completion Date in respect of intra-group loans between the Company, the Subsidiaries and the Retained Group.
5.2 Aside from the Intra-Group Indebtedness, there is no actual or contingent indebtedness on any account whatsoever due from the Company and/or any of the Subsidiaries to any member of the Retained Group.
5.3 The Agreed Indebtedness Spreadsheet and the Debt Certificate are, or will be (as the case may be), complete and accurate as at the Completion Date.
Intra-Group Indebtedness. In respect of each Group Company:
(a) to the extent that the amount of any Intra-Group Payable reflected in the Net Debt Statement is less than the 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 Group Company an amount equal to such deficit;
(b) to the extent that the amount of any Intra-Group Payable reflected in the Net Debt Statement exceeds the amount of the Estimated Intra-Group Payable repaid pursuant to Clause 6.3.1(a), Purchaser shall procure that the 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 reflected in the Net Debt Statement is less than the amount of the Estimated Intra-Group Receivable repaid pursuant to Clause 6.3.1(b), Purchaser shall procure that the 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 reflected in the Net Debt Statement exceeds the amount of the Estimated Intra-Group Receivable repaid pursuant to Clause 6.3.1(b), Seller shall procure that the relevant member of Seller’s Group pays to the Group Company an amount equal to such excess.
Intra-Group Indebtedness. The intra-group payments shown on the loan account schedule, in the agreed form, accurately represent payments made immediately prior to Completion in respect of the intra-group loans among the Company, the Subsidiaries and the Retained Group that form the subject matter of such schedule.
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. (i) If the Expected Intra-Group Indebtedness is a negative number and the Intra-Group Indebtedness is a larger negative number or if the Expected Intra-Group Indebtedness is a positive number and the Intra-Group Indebtedness is a smaller positive number or is a negative number:
(a) the Vendor (on behalf of itself and the other Relevant Sellers) shall repay to the Purchaser (on behalf of itself and the other Relevant Purchasers) an amount equal to the difference; and
(b) the Purchaser shall procure that the Relevant Group Companies pay to the relevant members of the Vendor's Group and/or, as appropriate, the Vendor shall procure that the relevant members of the Vendor's Group repay to the Relevant Companies the amounts specified in the Intra-Group Indebtedness Statement such that the additional amounts being, in aggregate, received by members of the Vendor's Group (after taking account of payments made to the Relevant Group Companies hereunder) are equal to the difference between the Intra-Group Indebtedness and the Expected Intra-Group Indebtedness repaid to the Purchaser pursuant to Clause 9.6.1(i)(a) above; such payments to be made on the day falling 10 Business Days after the Intra-Group Indebtedness Determination Date; and
(ii) If the Expected Intra-Group Indebtedness is a positive number and the Intra-Group Indebtedness is a larger positive number or if the Expected Intra-Group Indebtedness is a negative number and the Intra-Group Indebtedness is a smaller negative number or a positive number:
(a) the Purchaser (on behalf of itself and the other Relevant Purchasers) shall pay to the Vendor (on behalf of itself and the other Relevant Sellers) an amount equal to such difference; and
(b) the Vendor shall procure that the relevant members of the Vendor's Group repay to the Relevant Group Companies and/or, as appropriate, the Purchaser shall procure that the Relevant Group Companies pay to the relevant members of the Vendor's Group, the amounts specified in the Intra-Group Indebtedness Statement such that the additional amounts being, in aggregate, received by the Relevant Group Companies (after taking account of payments made by the Relevant Group Companies hereunder) are equal to the difference between the Intra-Group Indebtedness and the Expected Intra-Group Indebtedness repaid to the Vendor pursuant to Clause 9.6.1 (ii)(a) above; such payments to be made on the day falling 10 Business Days after the Intra-Group Indebtedness Determination Date;
Intra-Group Indebtedness. The Intra-Group Indebtedness figure is materially true, complete, accurate and not misleading.
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.
Intra-Group Indebtedness. A member of the Group may pay interest on, repay or prepay principal of or make any other payment (including by way of set-off) due with respect to or discharge any Intra-Group Indebtedness and an Intra-Group Creditor may receive any such sum, provided that, no such payment shall be made without the prior consent of all of the Majority Banks for so long as an Event of Default has occurred and is continuing and in respect of which the A/C Facility Agent or the NZ Facility Agent has declared all or any of the advances to be immediately due and payable pursuant to Clause 23.16 (Acceleration and Cancellation) of the A/C Facilities Agreement or the equivalent provisions under the B Facility Agreement (as the case may be).
Intra-Group Indebtedness. 3.3.1 The Vendors and the Purchaser shall use best endevours to agree, in good faith, the precise inter-company loan position as at the date of Completion between the members of the Vendors' Group and each member of the Group plus Filofax, Inc (and its subsidiaries) (save only in respect of normal current account trading) within two weeks of Completion and produce a schedule of such ("the Inter-Company Schedule").
3.3.2 The Vendors, on behalf of themselves and each and every member of the Vendors' Group, hereby transfer and assign to the Purchaser, with full title guarantee, the legal and beneficial title free of all Encumbrances, each and all of the inter-company loans identified on the Inter-Company Schedule in the aggregate amount outstanding between the Vendors' Group and the Group plus Filofax, Inc (and its subsidiaries) ("the Inter-Company Debt"). Each of the Vendors, on behalf of themselves and each member of the Vendors' Group, confirm and acknowledge that following assignment of the Inter-Company Debt pursuant to this Clause, the Vendors' Group shall have no further rights of claim against the Group plus Filofax, Inc (and its subsidiaries) in respect of the inter-company loans between the Vendors' Group and the Group plus Filofax, Inc and its subsidiaries.
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).
