Arms Length Contracts Clause Samples

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Arms Length Contracts. The Company is not a party to nor have its profits or financial position since incorporation been affected by any contract or arrangement which is not of an entirely arms-length nature.
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Arms Length Contracts use all reasonable endeavours to ensure that any contracts entered into by it after the Closing Date are made on arms’ length terms (which, in relation to management contracts with the members of the Group or with entities pursuant to which it enters into Joint Ventures shall be deemed to be the case if all costs and expenses incurred in providing the management services are fully recoverable pursuant to the terms of the management contracts on at least a quarterly basis) and: (a) (other than in respect of the Joint Venture Agreements) do not contain any restriction on charging or assigning its right, title, interest and benefit to those contracts to the Borrower Security Trustee or any provision permitting the counterparty to terminate, or which results in the automatic termination of, the relevant agreement, in either case upon the appointment of a receiver (or other official in any Relevant Jurisdiction having similar powers) in respect of the such Chargor; or (b) where such contracts do not comply with Clause 16.2.5(a), use reasonable endeavours to obtain the consent of the relevant party where required, or, where such contract is entered into in replacement of an existing or expired contract, procure that such new contract does not contain terms in respect of termination on the appointment of a receiver (or other official in any Relevant Jurisdiction having similar powers) in respect of such Chargor that are more onerous than the terms of the prior contract;
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Arms Length Contracts. No contracts for the design, construction or equipping of the Facility, or relating to the operation of the Facility, shall be entered into by Manager or the Enterprise with Affiliates of Manager or its members, or Affiliates of the Company, unless the affiliation is disclosed in writing to the Company and the contract terms are no less favorable than those that could be obtained from nonaffiliated contractors or suppliers.
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Arms Length Contracts. Except as disclosed in the Financial Statements or Schedule 5.1(j) of the Disclosure Letter, JDS Silver and its subsidiaries are not a party to or bound by any Contract with any person with which JDS Silver and its subsidiaries does not deal with at arm’s length within the meaning of the Tax Act.
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Arms Length Contracts. At no time has a Seller had a direct or indirect interest in any contract or arrangement containing terms which were not of an entirely arm’s length nature, nor have the profits or financial position of the relevant Seller’s Business been affected by any contract or arrangement with terms of that nature.
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Related to Arms Length Contracts

  • Arm’s Length Transactions During the term of this Agreement, all transactions and dealings between the Trust Depositor and its Affiliates will be conducted on an arm’s-length basis.

  • Non-Arm’s Length Transactions To the knowledge of the Company, except as disclosed in the U.S. Prospectus and the Canadian Prospectus, neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any officer, director, employee or any other person not dealing at arm’s length with the Company or any such subsidiary which is required to be disclosed by applicable Canadian Securities Laws.

  • ARM'S LENGTH AGREEMENT This Agreement and each of its terms are the product of an arm's length negotiation between the Parties. In the event any ambiguity is found to exist in the interpretation of this Agreement, or any of its provisions, the Parties, and each of them, explicitly reject the application of any legal or equitable rule of interpretation which would lead to a construction either "for" or "against" a particular party based upon their status as the drafter of a specific term, language, or provision giving rise to such ambiguity.

  • Arm’s Length Transaction The Bank acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Bank with respect thereto. Any review by the Underwriters of the Bank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Bank.

  • Arm’s Length The Company acknowledges and agrees that the Investors are acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the transactions contemplated hereby (including in connection with determining the terms of the Rights Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, the Investors are not advising the Company or any other person or entity as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Investors shall have no responsibility or liability to the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives with respect thereto. Any review by the Investors of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Investors and shall not be on behalf of the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of the Investors with respect thereto.