Arrangements with Affiliates. All Arrangements with Affiliates constituting an obligation of any Owner Entity shall be terminated by Owners on or before the Closing Date at no costs or expense to Company, Operating Partnership or their respective Affiliates, or any Owner Entity.
Arrangements with Affiliates. (a) Except as set forth in Section 3.24 of the Disclosure Schedules, none of the Seller nor the Company nor any of their respective Affiliates or Representatives, has any direct or indirect interest (other than an equity interest of less than one percent (1%) of a publicly held company) in any competitor, supplier or customer of the Company, or in any Person from whom or to whom the Company has leased any assets, or in any other Person with whom the Company has any business relationship.
(b) Section 3.24(b) of the Disclosure Schedules sets forth all Contracts and non-contractual arrangements between or involving the Company (on the one hand) and (i) any Shareholder, (ii) any Affiliate or Representative of any Shareholder (other than the Company), or (iii) any of the aforementioned Persons’ respective stockholders, members, partners, Immediate Family Members or other equity holders (such Persons, collectively, the “Affiliated Persons”) (on the other hand).
(c) Section 3.24(c) of the Disclosure Schedules sets forth the parties to and the date, nature and amount of each transaction involving the transfer of any cash, property or rights to or from the Company from, to or for the benefit of any Affiliated Person during the past three (3) years, and any existing commitments of the Company to engage in the future in any such transactions with any Affiliated Person.
(d) Except as set forth in Section 3.24(c) of the Disclosure Schedules, no Affiliated Person has provided or currently provides credit enhancements, guaranties, assets or rights to use assets as collateral or any other assistance to facilitate or support transactions or the Business. Each Contract between the Company (on the one hand) and any Affiliated Person (on the other hand) is on commercially reasonable terms no more favorable to such Affiliated Person than what any third-party negotiating on an arm’s-length basis would expect.
Arrangements with Affiliates. Any outstanding receivable, payable and other intercompany transaction, arrangement or contract between Owners or any of their Affiliates, on the one hand, and any Owner Entity, on the other hand, will be satisfied or terminated prior to Closing ("Arrangements with Affiliates").
Arrangements with Affiliates. Except as listed in Schedule 3.14, none of the Companies is a party to any agreement or arrangement with any Affiliate of any of the Companies except on terms or conditions no less favorable to any of the Companies than would be customary for such transactions between unaffiliated parties or upon terms and conditions on which similar transactions with others could fairly be expected to be entered into.
Arrangements with Affiliates. Except as set forth in Schedule 4.9, and except for the Ancillary Agreements and the services to be provided thereunder:
a. there are no Commitments having a value or consideration in excess of $100,000 and which is material to the Acquired Business between members of the Acquired Group, on one hand, and Seller or any of Seller's other Affiliates, on the other hand; and
b. all of the assets having a value or consideration in excess of $100,000 and which is material to the Acquired Business used by Seller or its Affiliates or by any member of the Acquired Group in the conduct of the Acquired Business are:
(i) in the case of assets other than Seller Transferred Assets, owned by the Acquired Companies, and
(ii) in the case of Seller Transferred Assets, will be transferred to Buyer at Closing.
Arrangements with Affiliates. Except as set forth in Schedule 4.10, and except for the Ancillary Agreements and the services to be provided thereunder:
a. there are no Commitments between members of the Imaging Group, on one hand, and Seller or any of Seller's other Affiliates, on the other hand; and
b. all of the assets used by the Imaging Group in the conduct of the Business are:
(i) in the case of assets other than Foreign Assets, owned by Imaging (including, at Closing, the PCI Assets), and
(ii) in the case of Foreign Assets, will be transferred to Buyer at Closing.
Arrangements with Affiliates. 37.5.1 The Franchisee shall ensure that every contract or other arrangement or transaction to which it may be party with any Affiliate for the supply of goods, the provision of services (including the licensing of any IPR) or otherwise, is on arm's length terms.
37.5.2 For the avoidance of doubt, in the event that any such arrangement is a Key Contract and is not on arm's length terms, DLRL may require the Franchisee to procure a substitute Key Contract in accordance with paragraph 2 of Part 1 of Schedule 8 and to terminate (at the Franchisee's own cost) such arrangement and the Franchisee shall comply with any such requirement.
37.5.3 Within four Fee Periods of the end of each Fee Year, and to the extent that the Franchisee submits to DLRL the calculations pursuant to paragraph 2.1 of Part 4 of Schedule 14, at the same time as those calculations are submitted, the Franchisee shall provide DLRL with details of any new, amended or replacement contracts or other arrangements to which the Franchisee has become a party during that Fee Year with any of its Affiliates that, when aggregated with any other such contracts or arrangements to which the Franchisee is a party, have a value in excess of £100,000 (Indexed).
Arrangements with Affiliates. Except for the activities contemplated and intended to be continued following the Closing through either the commercial supply agreement and corresponding quality agreement with respect to the in vitro fertilization media manufactured by the Company on behalf of Seller and/or its Affiliates (the “IVF Media Supply Agreement”) or the Transition Services Agreement, neither Seller, nor any direct or indirect equity holder, officer, director or manager of Seller, nor any Affiliate of the foregoing (other than the Company)
(a) has any interest in any property (real, personal, or mixed and whether tangible or intangible), used in or pertaining to the Business as currently conducted or contemplated to be conducted, (b) is a party to any Contract (except for arm’s-length employment and similar agreements, which are set forth in Section 5.10 of the Company Disclosure Schedule) with the Company, including with respect to compensation or remuneration to be paid to such direct or indirect equity holder, officer, director or manager of Seller or its Affiliate in connection with this Agreement or the transactions contemplated hereby, or (c) has any Claim against or owes any amount (whether as obligor, guarantor or otherwise) to, or is owed (whether as obligor, guarantor or otherwise) any amount by, the Company (collectively, “Affiliate Arrangements”).
Arrangements with Affiliates. There are no existing contracts or ---------------------------- arrangements or proposed transactions between any of the Companies and any Affiliate of any of the Companies other than the Operative Documents, the Option for 1,000,000 shares of Common Stock of the Company granted to the Seller under and as contemplated by the Asset Purchase Agreement, the Employment Agreement dated as of the date hereof between the Company and X.X. Xxxxxx and the Employment Agreement of Xxxxxxxxxxxx and the Company and Xxxxx and the Company dated as of the date hereof and the employment arrangements in effect as of the date hereof with Xxxxx Xxxxxxxxxxxx and Xxxxxx Xxxxxxxxxxxx providing for the payment of annual compensation of $160,000 and $100,000, respectively. None of the Employees is subject to any restrictive covenant other than in favor of one of the Companies or any other similar agreement of which the Company or Suncom is aware which would prohibit such Employee from being employed by the Company.
Arrangements with Affiliates. None of Seller, the Shareholders, officer or director of Seller, nor any Affiliate of the foregoing (other than the Company)
(a) has any interest in any property (real, personal, or mixed and whether tangible or intangible), used in or pertaining to the Business as currently conducted or contemplated to be conducted, (b) is a party to any Contract (except for arm's-length employment and similar agreements, which are set forth in Section 5.21(a) of the Company Disclosure Schedule) with the Company, including with respect to compensation or remuneration to be paid to such direct or indirect equity holder, officer, director or manager of Seller or its Affiliate in connection with this Agreement or the transactions contemplated hereby, or (c) has any Claim against or owes any amount (whether as obligor, guarantor or otherwise) to, or is owed (whether as obligor, guarantor or otherwise) any amount by, the Company (collectively, "Affiliate Arrangements").
