Certain Intercompany Arrangements Sample Clauses

Certain Intercompany Arrangements. Following the Effective Date, the parties agree to discuss in good faith the provision of any services and products to be provided by the other, but which inadvertently were not the subject of an Ancillary Agreement or other written agreement. Nothing in this Section 7.5, however, shall require or authorize Parent or Sub to provide and charge each other for any services other than on the terms and conditions specified in this Agreement, the Corporate Services Agreement or the other Ancillary Agreements.
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Certain Intercompany Arrangements. Prior to the Closing, the Sellers shall, and shall cause the Companies and the Company Subsidiaries to terminate the intercompany arrangements set forth on Schedule 5.10. As of the Closing and after the Intercompany Account Adjustment Amount is determined pursuant to Section 2.3(a) hereof, no further transfers between the Feed Intercompany Cash Sweep Account and the Parent Swingline Account will be permitted, and the Feed Intercompany Cash Sweep Account will be closed.
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Certain Intercompany Arrangements. Prior to closing of the Subsidiary Transfer Agreement, the Company shall, and shall cause its Subsidiaries to, terminate the intercompany arrangements set forth on Schedule 5.10 to the Subsidiary Transfer Agreement. As of closing of the Subsidiary Transfer Agreement, no further transfers between such intercompany accounts will be permitted, and the Feed Intercompany Cash Sweep Account (as such term is defined in the Subsidiary Transfer Agreement) will be closed.
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Certain Intercompany Arrangements. Following the Distribution Date, the parties agree to discuss in good faith the provision of any services and products to be provided by the other, but which inadvertently were not the subject of a written agreement. Nothing in this Section 6.8, however, shall require or authorize Parent or Sub to provide and charge each other for any services other than on the terms and conditions specified in the Corporate Services Agreement or the other Related Agreements.
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Certain Intercompany Arrangements. (a) Except as specifically provided by this Agreement or the Related Agreements, to the extent that True North, on the one hand, and the Transferred Business, on the other hand, are providing or selling at the Closing Date to the other, or charging each other for, any services or products, pursuant to any written agreement or arrangement, then such agreement or arrangement shall not be deemed altered, amended or terminated as a result of this Agreement or the consumma tion of the transactions contemplated hereby; provided, however, that following the Closing Date any services and products to be provided which were not subject to a written agreement or arrangement shall be provided only on an arm's length basis. Nothing in this Section 9.3 shall require or authorize True North or TN Technologies Holding to provide and charge each other for any services other than on the terms and conditions specified in the Administrative Services Agreement.
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Certain Intercompany Arrangements. 1. The Company has arrangements with various Subsidiaries under which Company provides management services to the Subsidiary. These management services include, but are not limited to, financial reporting, executive services, general accounting, tax, treasury, risk management, benefits management, legal management, corporate record keeping, internal audit, and aviation. The Company receives a monthly fee for its services.
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Certain Intercompany Arrangements. (a) Except as specifically provided by this Agreement or the Tax Disaffiliation Agreement, to the extent that CoreComm, on the one hand, and Newco, on the other hand, are providing or selling at the Distribution Date to the other, or
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Certain Intercompany Arrangements. Following the Distribution Date, the parties shall discuss in good faith the provision of any services and products to be provided by the other, but which inadvertently were not the subject of a written agreement. Nothing in this Section 6.6, however, shall require or authorize Great Lakes or Octel to provide and charge each other for any services other than on the terms and conditions specified in the Corporate Services Transition Agreement or the other Related Agreements.
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Related to Certain Intercompany Arrangements

  • Intercompany Arrangements Other than the Transaction Documents and the Contracts contemplated thereby, Section 3.16 of the Seller Disclosure Schedules lists all Contracts between or among Seller and/or its Affiliates with respect to the conduct of the Business or by which any of the Purchased Assets are bound.

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Certain Arrangements The Company will not consummate or permit to occur any Section 13 Event unless (A) the Principal Party has a sufficient number of authorized, unissued and unreserved Common Shares to permit the exercise in full of the Rights in accordance with this Section 13 and (B) prior thereto the Company and the Principal Party have executed and delivered to the Rights Agent a supplemental agreement confirming that (1) the requirements of this Section 13 will be promptly performed in accordance with their terms, (2) the Principal Party will, upon consummation of such Section 13 Event, assume this Plan in accordance with Section 13(a) and Section 13(b), (3) such Section 13 Event will not result in a default by the Principal Party pursuant to this Plan (as it has been assumed by the Principal Party) and (4) the Principal Party, as soon as practicable after the date of such Section 13 Event and at its own expense, will:

  • Escrow Arrangements Payment for the Securities shall be received by Prime Trust, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, credit or debit card, or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by StartEngine Secure LLC, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

  • Existing Arrangements From and after the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) honor all of the Employee Plans and compensation and severance arrangements in accordance with their terms as in effect immediately prior to the Effective Time. Notwithstanding the foregoing, nothing will prohibit the Surviving Corporation from in any way amending, modifying or terminating any such Employee Plans or compensation or severance arrangements in accordance with their terms or if otherwise required pursuant to applicable law.

  • Intercompany Agreements The Company may require any Affiliate to enter into such other agreement or agreements as it shall deem necessary to obligate such Affiliate to reimburse the Company for any other amounts paid by the Company hereunder, directly or indirectly, in respect of such Affiliate's employees.

  • Equity Arrangements 5.1 The Executive is, and shall be, eligible to earn awards under the Company’s 2003 Equity Incentive Plan, the Company’s 2006 Stock Incentive Plan and/or such similar programs as may be adopted from time-to-time to provide long-term incentives for executives of the Company (as applicable, the “Plan”).

  • Intercompany Subordination Agreement The Administrative Agent shall have received the Intercompany Subordination Agreement, duly executed and delivered by each Loan Party.

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

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