General transaction principles Sample Clauses

General transaction principles. The Group shall conduct reviews and evaluations of the fees payable under the 2024 Business Travel Services Master Purchase Agreement with reference to the rates quoted by other independent third party service providers of comparable services, in order to ensure that the transactions under such agreement are conducted on normal commercial terms. Where it is impracticable to make reference to the rate of the service fees offered by independent third party service providers for comparable services, the Group will take into consideration (i) terms of market transaction of a similar size and nature recently entered into by the Group or independent third party(ies), and the latest market information of such independent third party provider(s); and (ii) the cooperative specifications, cost structure, profit margin, market condition and development strategy in determining the rate for the fees payable by the Group pursuant to the 2024 Business Travel Services Master Purchase Agreement, to ensure the terms of the agreement are in the interest of the Group.
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General transaction principles. The transactions contemplated under the 2021 Master Purchase Agreement shall be conducted on a non-exclusive basis. The Group will solicit at least two other quotations from unrelated third parties for the purchase of the Relevant Products and/or Relevant Services to determine if the purchase price quoted by the relevant Alibaba Affiliate is fair and reasonable and comparable to those offered by unrelated third parties. Where it is impracticable for the Group to solicit at least two other quotations from unrelated third parties for the purchase of the Relevant Products and/or Relevant Services, the Group will determine the purchase price of the Relevant Products and/or Relevant Services based on arm’s-length negotiation taking into consideration the comparable price of the products/services of the similar category of products and/or services as the Relevant Products and/or Relevant Services (such as the purchase price charged by the relevant Alibaba Affiliate to unrelated third parties for products/services of the similar category of products and/or services as the Relevant Products and/or Relevant Services), the product and/or service specifications, cost structure, profit margin, transaction volume, transaction amount, freight terms, market condition and development strategy. A dedicated team of the Group will monitor and review the purchase prices of the Relevant Products and/or Relevant Services regularly, in order to ensure that the transactions under the 2021 Master Purchase Agreement shall not, in any event, exceed the average market price for similar products and services to the Relevant Products and the Relevant Services respectively.
General transaction principles. The Group shall conduct reviews and evaluations of the fees receivable under the 2024 Human Resources Services Master Supply Agreement with reference to the rates quoted by other independent third party service providers of comparable services, in order to ensure that the transactions entered into under such agreement are conducted on normal commercial terms. Where it is impracticable to make reference to the rate of the service fees offered by independent third party service providers for comparable services, the Group will take into consideration (i) terms of market transactions of a similar size and nature recently entered into by the Group or independent third party(ies), and the latest market information of such independent third party provider(s); and (ii) the cooperative specifications, cost structure, profit margin, market condition and development strategy in determining the rate for the fees receivable by the Group pursuant to the 2024 Human Resources Services Master Supply Agreement, to ensure the terms of the agreement are in the interest of the Group. (iii) The historical transaction amounts and the proposed annual caps (iv) Basis for the proposed annual caps a) the historical amount of fees received by the Group in respect of the supply of human resources-related services to the Alibaba Affiliates; b) the increase in scale and operation of Shanghai Runhe’s business; and c) the anticipated demand for the Company’s human resources-related services. (v) Reasons for and benefits of entering into the 2024 Human Resources Services Master Supply Agreement (i) the entering into of the 2024 Human Resources Services Master Supply Agreement and the proposed annual caps thereunder are fair and reasonable and are in the interests of the Company and its Shareholders as a whole; and (ii) the 2024 Human Resources Services Master Supply Agreement and the transactions contemplated thereunder were entered into on normal commercial terms or better and in the ordinary and usual course of business of the Group. (vi) Listing Rules implications of the 2024 Human Resources Services Master Supply Agreement
General transaction principles. The Group shall conduct review and evaluation of the fees chargeable under the 2021 Master Supply Agreement with reference to the rates quoted by other independent third party service providers of comparable products and/or services in order to ensure that the fees under such agreements are conducted on normal commercial terms. Where it is impracticable to make reference to the rate of the fees chargeable for the products and/or services offered by independent third party service providers for comparable products and/or services, the Group will take into consideration the specifications, cost structure, profit margin, market condition and development strategy in determining the rate for the fees chargeable by the Group pursuant to the 2021 Master Supply Agreement, ensuring the terms of the agreements are in the interest of the Group.
General transaction principles. The Group shall conduct review and evaluation of the fees payable under the 2021 Master Business Cooperation Agreement with reference to the rates quoted by other independent third party service providers of comparable services, in order to ensure that the fees under such agreements are conducted on normal commercial terms. Where it is impracticable to make reference to the rate of the service fees offered by independent third party service providers for comparable services, the Group will take into consideration the cooperative specifications, cost structure, profit margin, market condition and development strategy in determining the rate for the fees payable by the Group pursuant to the 2021 Master Business Cooperation Agreement, ensuring the terms of the agreements are in the interest of the Group.
General transaction principles. The transactions contemplated under the Master Technical Services Agreement (including, for the avoidance of doubt, the Subsisting Technical Services Agreements) shall be conducted on a non-exclusive basis. The Group will solicit at least two other quotations from unrelated third parties for the purchase of the Relevant Technical Services to determine if the purchase price quoted by the Taobao China Group and/or the Alipay Group (as the case may be) is fair and reasonable and comparable to those offered by unrelated third parties. Where it is impracticable for the Group to solicit at least two other quotations from unrelated third parties for the purchase of the Relevant Technical Services, the Group will determine the purchase price of the Relevant Technical Services based on arm’s-length negotiation between the parties taking into consideration the comparable price of the services of the similar category of services as the Relevant Technical Services (such as the purchase price charged by the Taobao China Group entities and/or the Alipay Group entities (as the case may be) to unrelated third parties for services of the similar category of the Relevant Technical Services), the service specifications, cost structure, profit margin, transaction volume, transaction amount, freight terms, market condition and development strategy. A dedicated team of the Group will monitor and review the purchase price for the Relevant Technical Services regularly in order to ensure that the transactions under the Master Technical Services Agreement are conducted on normal commercial terms.

Related to General transaction principles

  • Applicable Principles Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a). Carryovers or carrybacks of any tax item attributable to any Basis Adjustment or Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to a Basis Adjustment or Imputed Interest (a “TRA Portion”) and another portion that is not (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology so that: (i) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3(a)); and (ii) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculation made in the prior Taxable Year. The Parties agree that, subject to the second to last sentence of Section 2.1(a), all Tax Benefit Payments attributable to an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for the Corporation beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals an immaterial amount.

  • General Principles Each Party shall implement its tasks in accordance with the Consortium Plan and shall bear sole responsibility for ensuring that its acts within the Project do not knowingly infringe third party property rights.

  • Basic Principles The Electrical Contractor and the Union have a common and sympathetic interest in the Electrical Industry. Therefore, a working system and harmonious relations are necessary to improve the relationship between the Employer, the Union and the Public. Progress in industry demands a mutuality of confidence between the Employer and the Union. All will benefit by continuous peace and by adjusting any differences by rational common-sense methods.

  • Governing Principles 1. The implementation of this Memorandum of Understanding shall in all aspects be governed by the Regulation and subsequent amendments thereof. 2. The objectives of the EEA Financial Mechanism 2014-2021 shall be pursued in the framework of close co-operation between the Donor States and the Beneficiary State. The Parties agree to apply the highest degree of transparency, accountability and cost efficiency as well as the principles of good governance, partnership and multi-level governance, sustainable development, gender equality and equal opportunities in all implementation phases of the EEA Financial Mechanism 2014-2021. 3. The Beneficiary State shall take proactive steps in order to ensure adherence to these principles at all levels involved in the implementation of the EEA Financial Mechanism 2014-2021. 4. No later than 31/12/2020, the Parties to this Memorandum of Understanding shall review progress in the implementation of this Memorandum of Understanding and thereafter agree on reallocations within and between the programmes, where appropriate. The conclusion of this review shall be taken into account by the National Focal Point when submitting the proposal on the reallocation of the reserve referred to in Article 1.11 of the Regulation.

  • Definitions Principles of Construction Section 1.1. Definitions 1 Section 1.2. Principles of Construction 16

  • Cost Principles The Subrecipient shall administer its program in conformance with 2 CFR Part 200, et al; (and if Subrecipient is a governmental or quasi-governmental agency, the applicable sections of 24 CFR 85, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,”) as applicable. These principles shall be applied for all costs incurred whether charged on a direct or indirect basis.

  • Funding Principles A Party which spends less than its allocated share of the Consortium Budget will be funded in accordance with its actual duly justified eligible costs only. A Party that spends more than its allocated share of the Consortium Budget will be funded only in respect of duly justified eligible costs up to an amount not exceeding that share.

  • Accounting Terms and Principles (a) Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement, and either the Borrower or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement so as to equitably reflect such change in GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change in GAAP as if such change in GAAP had not been made (subject to the approval of the Requisite Lenders); provided, however, that, (i) until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP, as applicable, prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation, in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or requirement made before and after giving effect to such change in GAAP and (ii) for the avoidance of doubt, (A) the amount of any Capital Lease Obligation shall at all times be calculated in accordance with the definition of that term, and (B) notwithstanding any changes in GAAP after the Closing Date, any lease of the Borrower or the Subsidiaries that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capital Lease Obligation under this Agreement or any other Loan Document as a result of such changes in GAAP. (c) For purposes of making all financial calculations to determine compliance with Article V (Financial Covenant) and any other financial ratio hereunder, all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired by the Borrower or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of the applicable period of determination and prior to the end of such period, as determined in good faith by the Borrower on a Pro Forma Basis. For the avoidance of doubt, when determining Pro Forma Compliance with Article V (Financial Covenant) for purposes of any ratio test set forth in the definition of “Permitted Acquisition” or Article VIII (Negative Covenants), the test set forth in Article V (Financial Covenant) shall apply regardless of whether any Revolving Credit Commitment remains outstanding on the relevant test date.

  • General Interpretive Principles For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender; (b) accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; (c) references herein to "Articles", "Sections", "Subsections", "Paragraphs", and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

  • Definitions and Principles of Interpretation The following definitions in clause 1.1 shall be replaced as follows:

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