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.
Arm’s Length Transactions. On sales of Licensed Products which are made in other than an arm’s-length transaction, the value of the Net Sales attributed under this Section 3 to such a transaction shall be that which would have been received in an arm’s-length transaction, based on sales of like quality and quantity products on or about the time of such transaction.
Arm’s Length Transactions. Unless otherwise specifically provided for in the Contract, all transactions giving rise to revenues, costs or expenditures which will be credited or charged to the accounts prepared, maintained or submitted hereunder shall be conducted at arms length or on such a basis as will assure that all such revenues, costs or expenditures will not be lower or higher, as the case may be, than would result from a transaction conducted at arms length on a competitive basis with third parties.
Arm’s Length Transactions. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters on the other, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
Arm’s Length Transactions. The Borrower will not, nor will it permit its Subsidiaries to, enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any Affiliate other than on terms and conditions substantially as favorable as would be obtainable in a comparable arm’s-length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to the payment or grant of reasonable compensation, benefits and indemnities to any director, officer, employee or agent of the Borrower or any Subsidiary.
Arm’s Length Transactions. Enter into any transaction except in the ordinary course of business on the basis of arm’s length arrangements (including, without limitation, transactions whereby the Borrower or a Subsidiary might pay more than the ordinary commercial price for any purchase or might receive less than the full ex-works commercial price (subject to normal trade discounts) for its products);
Arm’s Length Transactions. The Borrower shall not enter into any transaction with any person except in the ordinary course of business, on ordinary commercial terms and on the basis of arm’s-length arrangements, or enter into any transaction whereby the Borrower would pay more than the ordinary commercial price for any purchase or would receive less than the full ex-works commercial price (subject to normal trade discounts) for its products or services.
Arm’s Length Transactions. The Borrower will not enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any officer or director other than on terms and conditions substantially as favorable to the Borrower as would be obtainable in a comparable arm’s-length transaction with a Person other than an officer or director.
Arm’s Length Transactions. 14.1 The Issuer acknowledges and agrees that:
(a) the purchase and sale of the Notes pursuant to this Agreement and each relevant Subscription Agreement, including the determination of the offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Issuer on the one hand, and the several Dealers, on the other hand, and the Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;
(b) in connection with each transaction contemplated hereby and the process leading to each such transaction, each Dealer is, and has been, acting solely as a principal and is not the agent or fiduciary of the Issuer or its affiliates (other than, if applicable, itself), stockholders, creditors or employees or any other party;
(c) no Dealer has assumed or will assume an advisory or fiduciary responsibility in favour of the Issuer or its affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Dealer has advised or is currently advising the Issuer or its affiliates on other matters) and no Dealer has any obligation to the Issuer or its affiliates with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and each relevant Subscription Agreement;
(d) the several Dealers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Issuer and or its affiliates and that the several Dealers have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and
(e) the Dealers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Issuer or its affiliates has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
14.2 This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the several Dealers, or any of them, with respect to the subject matter hereof. The Issuer and its affiliates hereby waives and releases, to the fullest extent permitted by law, any claims that the Issuer and its affiliates may have against the several Dealers with respect to any breach or alleged breach of agency or fiduciary duty.
Arm’s Length Transactions. The Issuer shall not, and the Issuer shall ensure that no other Group Company shall, enter into any transaction with any person except on arm’s length terms and for fair market value.
