Intra-Group Liabilities. (a) Each of the Parties agrees that the Intra-Group Liabilities are postponed and subordinated to the Pari Passu Liabilities owed by the Debtors to the Pari Passu Creditors.
Intra-Group Liabilities exceptions Notwithstanding anything to the contrary in this Agreement or any other Secured Debt Document and without imposing any additional obligation or restriction on any member of the Group, nothing in this Agreement (including this Clause 8 or Clause 19 (Changes to the Parties)) or any other Secured Debt Document shall prohibit or restrict any capitalisation, forgiveness, write-off, waiver, release, transfer or other discharge of any Intra-Group Liabilities (or any amounts due, payable or owing in connection therewith) or any other amount due, payable or owing by one member of the Group to another member of the Group, in the case of Intra-Group Liabilities unless an Acceleration Event has occurred and is continuing and the Security Agent (acting on the instructions of an Instructing Group) has delivered a written notice to the Parent stating that no such action shall be permitted without the prior consent of an Instructing Group. A44420063
Intra-Group Liabilities. (a) Each of the Parties agrees that with effect from the date of this Agreement and until the Final Discharge Date, the Intra-Group Liabilities are, in any Insolvency Proceedings in relation to the relevant Debtor or Security Provider, postponed and subordinated to the Liabilities owed by that Debtor or Security Provider to the Facilities Agreement Creditors, the Refinancing Creditors and the Noteholders.
Intra-Group Liabilities. (a) Each of the Parties agrees that the Intra-Group Liabilities are subordinated to the Liabilities owed by the Debtors to the Primary Creditors.
Intra-Group Liabilities. Prior to the Senior Discharge Date and the Mezzanine Discharge Date, none of the IntraGroup Lenders shall be entitled to without the consent (or direction) of the Senior Agent (or, after the Senior Discharge Date, the consent of the Mezzanine Agent, acting on the instructions of the Majority Mezzanine Lenders):
Intra-Group Liabilities. The Seller, the Seller's Guarantor and Dx. Xxxxxxxxxxx shall have fulfilled (erfüllen) and discharged (ablösen) any liabilities (Verpflichtungen) vis-à-vis the Target Companies and the Seller, the Seller's Guarantor and Dx. Xxxxxxxxxxx shall ensure that the Target Companies shall have fulfilled and discharged any liabilities vis-à-vis the Seller, the Seller's Guarantor and Dx. Xxxxxxxxxxx prior to or at the Closing Date irrespective of their due date. The Seller and the Seller's Guarantor further covenant that the other entities of the Seller's Group (except the Target Companies) shall have fulfilled and discharged any liabilities vis-à-vis the Target Companies prior to or at the Closing Date irrespective of their due date, or the Seller and the Seller's Guarantor shall, at their discretion, have fulfilled and discharged these liabilities as a "third party" within the meaning of Section 267 German Civil Code prior to or at the Closing Date.
Intra-Group Liabilities
