Parent Covenants. The Parent shall not trade, carry on any business, own any material assets or incur any material liabilities except for: (a) the carrying on business of and the provision of administrative services to members of the Bank Group of a type customarily provided by, a holding company to its Subsidiaries; (b) the ownership of shares in the Company, intergroup debit balances, intergroup credit balances and other credit balances in bank accounts and cash, provided that any shares held by the Parent in the Company, or any intergroup credit balances owed to a the Parent by, an Obligor shall be: (i) subject to Security; (ii) to the extent applicable, subject to the provisions of the HYD Intercreditor Agreement or the Group Intercreditor Agreement; (c) any rights and liabilities arising under the Finance Documents, the Existing High Yield Notes, the Bridge Finance Documents, the New High Yield Notes, the Additional High Yield Notes or any High Yield Refinancing. (d) having rights and liabilities under any hedging arrangements which are entered into by it pursuant to Clause 24.9 (Hedging) of this Agreement; (e) incurring liabilities for or in connection with Taxes or arising by operation of law; and (f) in respect of any service contracts for any directors or employees.
Appears in 3 contracts
Samples: Senior Facilities Agreement (Virgin Media Inc.), Senior Facilities Agreement (Virgin Media Inc.), Senior Facilities Agreement (Virgin Media Inc.)
Parent Covenants. The Parent shall not trade, carry on any business, own any material assets or incur any material liabilities except for:
(a) the carrying on business of and the provision of administrative services to members of the Bank Group of a type customarily provided by, a holding company to its Subsidiaries;
(b) the ownership of shares in the Company, intergroup debit balances, intergroup credit balances and other credit balances in bank accounts and cash, provided that any shares held by the Parent in the Company, or any intergroup credit balances owed to a the Parent by, an Obligor shall be:
(i) subject to Security;
(ii) to the extent applicable, subject to the provisions of the HYD Intercreditor Agreement or the Group Intercreditor Agreement;
(c) any rights and liabilities arising under the Finance Documents, the Existing High Yield Notes, the Bridge Finance Documents, the New High Yield Notes, the Additional High Yield Notes or any High Yield Refinancing.
(d) having rights and liabilities under any hedging arrangements which are entered into by it pursuant to Clause clause 24.9 (Hedging) of this Agreement;
(e) incurring liabilities for or in connection with Taxes or arising by operation of law; and
(f) in respect of any service contracts for any directors or employees.
Appears in 1 contract
Samples: Senior Facilities Agreement (Virgin Media Investment Holdings LTD)
Parent Covenants. The Parent shall not trade, carry on any business, own any material assets or incur any material liabilities except for:
(a) the carrying on business of and the provision of administrative services to members of the Bank Group of a type customarily provided by, a holding company to its Subsidiaries;
(b) the ownership of shares in the Company, intergroup debit balances, intergroup credit balances and other credit balances in bank accounts and cash, provided that any shares held by the Parent in the Company, or any intergroup credit balances owed to a the Parent by, an Obligor shall be:
(i) subject to Security;
(ii) to the extent applicable, subject to the provisions of the HYD Intercreditor Agreement or the Group Intercreditor Agreement;
(c) any rights and liabilities arising under the Finance Documents, the Existing High Yield Notes, the Bridge Finance Documents, the New High Yield Notes, the Additional High Yield Notes, the Senior Secured Notes Documents or any High Yield Refinancing.
(d) having rights and liabilities under any hedging arrangements which are entered into by it pursuant to Clause 24.9 (Hedging) of this AgreementAgreement or under any Hedging Agreement entered into for the purposes of hedging interest rate and/or foreign exchange rate exposure in respect of any Indebtedness of the Group provided that such hedging activities are non-speculative;
(e) incurring liabilities for or in connection with Taxes or arising by operation of law; and
(f) in respect of any service contracts for any directors or employees.
Appears in 1 contract