Intra-Group Services. Amend the definition of Intra-Group Services in Clause 1.1 (Definitions):
(a) insert “, including stock and other incentive plans” into limb (c)(ii) after “other benefits”;
(b) delete limb (c)(iv) and replace with the following:
Intra-Group Services amend the definition of Intra-Group Services in the Credit Agreement and as referred to in paragraph 19(d) of Schedule 5 (Further Amendments, Waivers, Consents and Other Modifications) of this Agreement to delete the reference to “IT” and replace it with a reference to “branding, marketing, network, technology, research and development, installation and customer service,”.
Intra-Group Services amend the definition of Intra-Group Services under the Credit Agreement to add the following language after the first proviso in parenthesis:
Intra-Group Services amend the definition of Intra-Group Services under the Credit Agreement to add the following language after the first proviso in parenthesis: “(or, in the event that there are no comparable transactions to apply for comparative purposes, is otherwise on terms that, taken as a whole, the Company or any Permitted Affiliate Parent has conclusively determined in good faith to be fair to that member of the Group)”.
Intra-Group Services. The Purchaser acknowledges and agrees that (a) prior to the Closing Date certain legal, HR, finance, IT, corporate QA, regulatory and other intra—group services are being provided to the Target Company by the Seller or any of its Affiliated Companies, and (b) such services will be terminated with respect to the Target Company and its business effective as of the Closing Date unless otherwise agreed between the Parties and the Purchaser or the Target Company will have to obtain replacement services. [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions.
Intra-Group Services. Amend the definition of Intra-Group Services under the Credit Agreement to be consistent with other Liberty Global Reference Agreements by amending paragraph (c) of that definition to remove the words “provided that the consideration for the provision thereof is, in the reasonable opinion of the Company, no less than Cost”.
Intra-Group Services include a new definition of Intra-Group Services but delete the reference to “IT” and replace it with a reference to “branding, marketing, network, technology, research and development, installation and customer service,”.
Intra-Group Services. Amend the definition of Intra-Group Services in Clause 1.1 (Definitions):
(a) insert “, including stock and other incentive plans” into limb (c)(ii) after “other benefits”;
(b) delete limb (c)(iv) and replace with the following: 44 R&G note – language to be included once Affiliate Subsidiary Release concept is included from previous set of UPC creepers “(iv) the provision of treasury, audit, accounting, banking, strategy, IT, branding, marketing, network, technology, research and development, installation and customer service, telephony, office, administrative, compliance, payroll or other similar services; and”;
(c) delete “, in the ordinary course of business and on terms not materially less favourable to the relevant member of the Borrower Group than arms’ length terms,” in limb (d).
Intra-Group Services amend the definition of Intra-Group Services under the Credit Agreement to be consistent with the Liberty Global Reference Agreement referred to at limb (viii) of that definition by:
(i) amending the following language to the lead-in to that definition: “(provided that the terms of each such transaction are not materially less favourable, taken as a whole, to the Company, the Affiliate Issuer or any member of the Bank Group, as the case may be, than those that could be obtained in a comparable transaction in arm’s length dealings with a Person that is not an Affiliate)”;
(ii) amending paragraph (c) of the definition of Intra-Group Services to remove the words “provided that the consideration for the provision thereof is, in the reasonable opinion of the Company, no less than Cost”; and 59880271_10
(iii) deleting the words “on arms’ length terms” in paragraph (a) of the definition of Intra-Group Services.
Intra-Group Services the definition of Intra-Group Services in Annex I shall be amended as follows:
(a) amend clauses (1), (3) and (4) to replace all references to “Liberty Global plc” with “Liberty Global”;
(b) amend clause (2) to add “Liberty Global,” after the phrase “or any of their respective Subsidiaries or by the Ultimate Parent,” and before the phrase “the Spin Parent or any of their respective Subsidiaries to the Company, any Permitted Affiliate Parent or the Restricted Subsidiaries”
