Controlled Affiliates Clause Samples
The Controlled Affiliates clause defines which affiliated entities of a party are subject to the terms and obligations of an agreement. Typically, it specifies that only affiliates over which a party has direct or indirect control—such as subsidiaries where the party owns a majority of voting shares—are included. This ensures that the agreement’s rights and responsibilities extend only to those entities that the party can effectively direct, thereby preventing unintended application to loosely connected or independent affiliates and clarifying the scope of the agreement.
Controlled Affiliates. The Company will use commercially reasonable efforts to prevent any of its controlled Affiliates from acquiring any Note (or any beneficial interest therein).
Controlled Affiliates. Schedule 4.4 sets forth each BlackRock Controlled Affiliate and each equity investment or other investment of greater than $10,000,000 of BlackRock in any Person other than a Controlled Affiliate, in each case as of the date of this Agreement. Except as set forth in Schedule 4.4, BlackRock owns, directly or indirectly, all of the issued and outstanding equity interests in each BlackRock Controlled Affiliate free and clear of any Liens, other than Permitted Liens.
Controlled Affiliates. The Licensed Rights include the right to permit controlled Affiliates of Licensee to exercise the Licensed Rights (and all other rights and entitlements hereunder attendant and appurtenant thereto) to the same extent, and subject to the same terms, conditions, exceptions, exclusions and obligations as Licensee (and such permitted use shall not be deemed a sublicense for purposes of this Agreement); provided, that if a person ceases to be a controlled Affiliate of Licensee during the Term, the right of such person to exercise the Licensed Rights under this Section 1.2(a)(i) shall automatically cease and such person shall thereafter be deemed a sublicensee, subject to Section 4.
Controlled Affiliates. In the case of VIA, any other Person that directly or indirectly, through one or more intermediaries, is wholly-owned by, VIA, and in the case of Toppan, means any other Person that directly or indirectly, through one or more intermediaries, is wholly-owned by Toppan, and reports to the Electronics Division in the organizational structure of Toppan group. For the purpose of this definition, Electronics Division means the electronics business division, or any successor thereof, within the Toppan group, which develops, manufacturers, and markets display-and semiconductor-related products. Fiscal Year: April 1 to March 31.
Controlled Affiliates. The Officer hereby agrees that he will not authorize or cause any controlled affiliate, as that term is defined in Section 2 hereof, to engage in any activities in which he would be prohibited from engaging pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, the Officer is not required by the terms of this Agreement to violate any currently existing fiduciary or contractual duty to any entity.
Controlled Affiliates. Company’s Controlled Affiliates may use the ID5 ID Site Offering under this Agreement from ID5 or the applicable ID5 Affiliate; provided that Company will be liable for the acts and omissions of each of its Controlled Affiliates in connection with the ID5 ID Site Offering hereunder to the extent any of such acts or omissions, if performed by Company, would constitute a breach of, or otherwise give rise to liability under, this Agreement.
Controlled Affiliates. The Parties shall cause their respective (current and future) Controlled Affiliates, and shall use their best efforts to cause their other respective (current and future) Affiliates, to comply with the provisions of this Agreement. Further, in support of and for the purpose of contributing expertise available at SEAG to, SGRE’s Controlled Affiliates, SEAG is offering to nominate one or more members of its Management Personnel in selected countries to join the Board of Directors (or equivalent governing bodies) of selected Controlled Affiliates of SGRE as (non-executive) board members, which SGRE will favourably discuss, support and facilitate with and towards its Controlled Affiliates in consideration of, and without impairing, their corporate interests, their internal corporate governance regulations, as well as local mandatory legal requirements.
Controlled Affiliates. Any and all obligations of Stockholder under this Agreement shall be deemed to be obligations of any of Stockholder’s controlled Affiliates that at any time own, beneficially or of record, any Subject Shares (the “Stockholder Parties”). Stockholder shall cause the Stockholder Parties to adhere to the terms of this Agreement and any violation of this Agreement by any Stockholder Party shall be deemed to be a breach of this Agreement by Stockholder.
Controlled Affiliates. 31 Section 4.5 Authority; Validity of Agreements.........................31 Section 4.6 Consents and Approvals....................................31 Section 4.7 No Conflicts..............................................32 Section 4.8
Controlled Affiliates. The Parties shall cause their respective (current and future) Controlled Affiliates, and shall use their best efforts to cause their other respective (current and future) Affiliates, to comply with the provisions of this Agreement. Further, in support of and for the purpose of contributing expertise available at Siemens to, Gamesa’s Controlled Affiliates, Siemens is offering to nominate one or more members of its Management Personnel in selected countries to join the Board of Directors (or equivalent governing bodies) of selected Controlled Affiliates of Gamesa as (non-executive) board members, which Gamesa will favourably discuss, support and facilitate with and towards its Controlled Affiliates in consideration of, and without impairing, their corporate interests, their internal corporate governance regulations, as well as local mandatory legal requirements.