Commercial Arrangements and Conduct Sample Clauses

Commercial Arrangements and Conduct. 12.1 List of material contracts 12.1.1 material contract of guarantee or indemnity pursuant to which any Group Company guarantees or indemnifies the performance of any obligation by any Person other than another Group Company; 12.1.2 joint venture or partnership agreement or agreements for material acquisition or disposal of shares to which any Group Company is a party; 12.1.3 material agreement or arrangement between any Group Company and a major distributor, supplier or customer of the Group; 12.1.4 sale or purchase option or similar agreement or arrangement affecting any material assets owned or used by any Group Company or by which it is bound, except for sales of product inventory in the Ordinary Course of Business; 12.1.5 material contract by and among any Group Company, on the one hand, and the Seller, any Affiliate of the Seller, or any officer or director of any Group Company, the Seller, or any Affiliate of the Seller, on the other hand; 12.1.6 agreement or arrangement of any Group Company containing any covenant limiting the right of the Company or a Subsidiary to engage in any line of business or to compete (geographically or otherwise) with any Person, granting any exclusive rights to make, sell or distribute any of the Relevant Products, granting any "most favored nation" or similar rights, containing any right of first offer or right of first negotiation, or otherwise prohibiting or limiting the right of the Company or a Subsidiary to make, sell or distribute any Relevant Products; 12.1.7 settlement agreement with respect to any pending or threatened Proceeding entered into by any Group Company or Seller or a member of the Seller's Group (relating to the Agila Business) within 24 months prior to the date of this Agreement to the extent there is a material obligation outstanding under such settlement agreement; 12.1.8 material written warranty, guarantee or other similar agreement with respect to contractual performance extended by any Group Company other than in the Ordinary Course of Business; and 12.1.9 material liability, obligation or commitment (other than those listed in paragraphs 12.1.1 to 12.1.8 above) on the part of any Group Company (including a capital commitment) which: (A) is incapable of performance within 12 months from the date of Agreement; or (B) has not been incurred in the Ordinary Course of Business; or (C) contains any onerous or unusual terms; or (D) is, or is likely to be, of major significance to the Group or the Ag...
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Commercial Arrangements and Conduct. Except as otherwise disclosed to the Purchaser:
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Commercial Arrangements and Conduct. Except as otherwise disclosed to the Purchaser: (i) Material contracts In relation to the HSR Business and the Purchased Assets, there is not outstanding: (a) any contract of guarantee, indemnity or suretyship or any contract to secure any obligation of any person; (b) any joint venture, consortium or partnership agreement or arrangement to which the Seller is a party; (c) any sale or purchase option or similar agreement or arrangement affecting any assets owned or used by the Seller or by which it is bound; (d) any liability, obligation or commitment of any kind (other than those listed in (a) to (c) above) on the part of the Seller (including a capital commitment) which: (1) is incapable of complete performance within three months from the date of Agreement; or (2) has not been incurred in the ordinary course of business; or (3) is, or is likely to be, of major significance to the Seller; or (4) exceeds, or is likely to exceed, in aggregate a sum of US$500,000. (ii) Effect of Agreement on other agreements there is no agreement or arrangement in relation to the HSR Business and the Purchased Assets between the Seller and any other person which shall or may be terminated as a result of this Agreement (or Closing) or which shall be affected by it or which includes any provision with respect to a change in the control, management or shareholders of the Seller. (iii) Commercial position so far as the Seller is aware: (a) there is no substantial customer or supplier of the Seller in relation to the HSR Business who has ceased purchasing from or supplying to it or who is likely after the date of this Agreement (or Closing) to reduce substantially or terminate purchases from or supplies to it; (b) there are no special circumstances which might lead to the supply by the Seller or to it of any goods or services, in relation to the HSR Business being restricted or hindered. (iv) Restrictive agreements and anti-competitive behaviour so far as the Seller is aware: (a) the Seller does not infringe and has not infringed any legislation applicable in any jurisdiction relating to anti-competitive agreements or practices or behaviour or any similar matter; (b) the Seller is not in relation to the HSR Business, bound by or party to any order or decision made or undertakings (binding or not) given to or any court or tribunal of competent jurisdiction or any similar authority in any jurisdiction, under or in any law, regulation or administrative process relating to fair comp...
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Commercial Arrangements and Conduct. 2.1 In relation to the Assets the is no -: 2.1.1 joint venture, consortium or partnership agreement or arrangement; or 2.1.2 contract, agreement or arrangement which is material to the Assets other than the Contracts. 2.2 As far as the Vendor is aware: 2.2.1 save as provided for under this Agreement, no steps or discussions have been taken or contemplated by any third party (including the relevant authorities) and no circumstances exist, which may at any time lead to a result which renders the Assets or any part thereof being restricted or hindered after the Completion Date; and 2.2.2 none of the Contracts have been varied or amended after the date of this Agreement save as provided for under this Agreement.
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Commercial Arrangements and Conduct. 8.1 Material contracts 8.1.1 any contract to which any Group Company is a party of guarantee, indemnity (other than indemnities contained in trading contracts entered into in the ordinary course of business) or suretyship or any contract to secure any obligation of any person; 8.1.2 any contract, agreement or arrangement under which the Group has aggregate liabilities, commitments or other obligations of €10,000,000 or more or which accounts for €10,000,000 or more of the revenues of the Group or which is otherwise material to the Group; 8.1.3 any joint venture, consortium or partnership agreement or arrangement to which any Group Company is a party; 8.1.4 any sale or purchase option or similar agreement or arrangement affecting any material asset owned or used by any Group Company or by which any Group Company is bound; 8.1.5 any contract which materially restricts the freedom of any member of the Group (or any holding company of a Group Company or any subsidiary undertaking of any such holding company, whether now or in the future) from carrying on its business or commercial activity in any part of the world in such manner as it may think fit or contains a non-compete or material and/or onerous non-solicitation restriction; or 8.1.6 any agreement or arrangement between a Group Company and any member of the 21CF Group and complete copies of all such written agreements and arrangements have been Disclosed at folder 1.13 in the Data Room or otherwise in Appendix 6 of the Disclosure Letter.
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Commercial Arrangements and Conduct. 12.1 List of material contracts The Data Room contains copies of each of the following (each, a "Material Contract"): 12.1.1 material contract of guarantee or indemnity pursuant to which any Group Company guarantees or indemnifies the performance of any obligation by any Person other than another Group Company; 12.1.2 joint venture or partnership agreement or agreements for material acquisition or disposal of shares to which any Group Company is a party; 12.1.3 material agreement or arrangement between any Group Company and a major distributor, supplier or customer of the Group; 12.1.4 sale or purchase option or similar agreement or arrangement affecting any material assets owned or used by any Group Company or by which it is bound, except for sales of product inventory in the Ordinary Course of Business; 12.1.5 material contract by and among any Group Company, on the one hand, and the Seller, any Affiliate of the Seller, or any officer or director of any Group Company, the Seller, or any Affiliate of the Seller, on the other hand; 12.1.6 agreement or arrangement of any Group Company containing any covenant limiting the right of the Company or a Subsidiary to engage in any line of business or to compete (geographically or otherwise) with any Person, granting any exclusive rights to make, sell or distribute any of the Relevant Products, granting any "most favored nation" or similar rights, containing any right of first offer or right of first negotiation, or otherwise prohibiting or limiting the right of the Company or a Subsidiary to make, sell or distribute any Relevant Products; 12.1.7 settlement agreement with respect to any pending or threatened Proceeding entered into by any Group Company or Seller or a member of the Seller's Group (relating to the Agila Business) within 24 months prior to the date of this Agreement to the extent there is a material obligation outstanding under such settlement agreement; 12.1.8 material written warranty, guarantee or other similar agreement with respect to contractual performance extended by any Group Company other than in the Ordinary Course of Business; and 12.1.9 material liability, obligation or commitment (other than those listed in paragraphs 12.1.1 to 12.1.8 above) on the part of any Group Company (including a capital commitment) which: (A) is incapable of performance within 12 months from the date of Agreement; or (B) has not been incurred in the Ordinary Course of Business; or (C) contains any onerous or unus...
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Commercial Arrangements and Conduct. 7.1 Material contracts 7.1.1 (other than those of which mention is made in Schedule 2) in the Warrantors’ reasonable opinion, all major contracts (to which a member of the Group is a party) of guarantee, indemnity or suretyship or all major contracts (to which a member of the Group is a party) to secure any obligation of any person; 7.1.2 in the Warrantors’ reasonable opinion, all major agreements or arrangements between the Company and a major distributor, supplier or customer of the Company; 7.1.3 any joint venture, consortium or partnership agreement or partnership arrangement to which the Company is a party; Back to Contents 7.1.4 details of any material liability, obligation or legal commitment of any kind (other than those listed in 7.1.1 to 7.1.4) above on the part of the Company (including a capital commitment) which: (A) is incapable of complete performance within three months from the date of Agreement; or (B) has not been incurred in the ordinary course of business; or (C) in the Warrantors’ reasonable opinion, is, or is likely to be, of major significance to the Company; 7.1.5 any contract which the Vendors, in their reasonable opinion, think is a material agreement or arrangement a term of which is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party to that contract; 7.1.6 any agreement or arrangement which the Vendors, in their reasonable opinion, think is a material agreement or arrangement to which the Commercial Agents (Council Directive) Regulations 1993 (as amended) apply.
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Commercial Arrangements and Conduct 
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Related to Commercial Arrangements and Conduct

  • 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.

  • Financial Arrangements The Commonwealth will provide an estimated total financial contribution to the States of up to $9.5 billion (GST exclusive) in respect of this Agreement, as set out in Part 5 – Financial Arrangements.

  • Transitional Arrangements 1. Subject to the provisions of paragraphs 2, 3 and 4, no Member shall be obliged to apply the provisions of this Agreement before the expiry of a general period of one year following the date of entry into force of the WTO Agreement. 2. A developing country Member is entitled to delay for a further period of four years the date of application, as defined in paragraph 1, of the provisions of this Agreement other than Articles 3, 4 and 5. 3. Any other Member which is in the process of transformation from a centrally-planned into a market, free-enterprise economy and which is undertaking structural reform of its intellectual property system and facing special problems in the preparation and implementation of intellectual property laws and regulations, may also benefit from a period of delay as foreseen in paragraph 2. 4. To the extent that a developing country Member is obliged by this Agreement to extend product patent protection to areas of technology not so protectable in its territory on the general date of application of this Agreement for that Member, as defined in paragraph 2, it may delay the application of the provisions on product patents of Section 5 of Part II to such areas of technology for an additional period of five years. 5. A Member availing itself of a transitional period under paragraphs 1, 2, 3 or 4 shall ensure that any changes in its laws, regulations and practice made during that period do not result in a lesser degree of consistency with the provisions of this Agreement.

  • Additional Arrangements The UVMP in Košice can offer to students, within its own accommodation capacities, an accommodation in its own facilities for the respective academic year. The accommodation fee and conditions of providing the accommodation are in full competence of the UVMP.

  • Special Arrangements Fees for activities of a non-recurring nature such as reorganizations, and/or preparation of special reports will be subject to negotiation.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Implementation Arrangements Institutional Arrangements

  • Copies of policies; letters of undertaking Each Borrower shall ensure that all approved brokers provide the Security Trustee with pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew and of a letter or letters of undertaking in a form required by the Security Trustee and including undertakings by the approved brokers that: (a) they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 13.4; (b) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee in accordance with the said loss payable clause; (c) they will advise the Security Trustee immediately of any material change to the terms of the obligatory insurances; (d) they will notify the Security Trustee, not less than 14 days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions from that Borrower or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Security Trustee of the terms of the instructions; and (e) they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by that Borrower under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of that Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts, and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts, and will arrange for a separate policy to be issued in respect of that Ship forthwith upon being so requested by the Security Trustee.

  • Protective Arrangements In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

  • SUPPLEMENTAL ARRANGEMENTS The Sub-Advisor may enter into arrangements with other persons affiliated with the Sub-Advisor or with unaffiliated third parties to better enable the Sub-Advisor to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Sub- Advisor, subject to written notification to and approval of the Manager and, where required by applicable law, the Board of Directors of the Fund.

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