Inter-Company Arrangements Sample Clauses

Inter-Company Arrangements. Prior to the Closing, the Seller shall cause any contract or arrangement that is disclosed (or should have been disclosed) in Section 3.14(a)(viii) of the Disclosure Schedule, other than the Inter-company Payables and those contracts or arrangements set forth in Section 5.11 of the Disclosure Schedule, to be terminated.
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Inter-Company Arrangements. The Sellers shall procure that, with effect from Completion, all arrangements (including intra-group banking, cash pooling and set-off arrangements) between any member of the ABB Group, on the one hand, and any Acquired Company, on the other hand, are terminated (without cost or liability on the part of the Acquired Group) except for:
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Inter-Company Arrangements. Prior to the making of any Inter-company Arrangement involving the Corporation, the nature of the contract, the parties thereto and any Person receiving any commission or consideration in respect of the proposed contract shall be fully disclosed to DHI and SGF Sante and each Party shall disclose to DHI and SGF Sante any material interest in the proposed contract or the identity of any Related Party or any Third Party who would receive any commission or consideration in respect thereof. The consent of the Shareholder with an interest in any such Related Party shall not be required in respect of any resolution relating thereto, and no representative of any such interested Shareholder on a Board shall be entitled to vote in respect of any resolution relating thereto. Subject to section 3.4, the determination of the rights to be asserted and course of action to be taken by the Corporation, if any, with respect to an Inter-company Arrangement, shall be made without the participation, approval or consent of any Shareholder having a direct or indirect interest in such Related Party, and the Directors and other Shareholder in making any determination with respect thereto shall act strictly in the best interests of the Corporation.
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Inter-Company Arrangements. All inter-company and intra-company accounts or contracts between the Company, on the one hand, and the Seller, on the other hand, shall be cancelled without any consideration or further liability to any party, immediately prior to the Closing. All such accounts and contracts are disclosed in Section 4.4 of the Disclosure Schedule. Public Announcements. The Seller and the Buyer shall consult with each other before the issuance of any press release or the making of any other public statement with respect to this Agreement or any of the transactions contemplated herein. None of the Buyer, the Seller or the Company or their respective Affiliates shall issue any such press release or make any such public statement prior to such consultation or as to which the Buyer or the Seller reasonably object; provided, however, that either the Buyer or the Seller shall be entitled to make a public announcement relating to the transactions contemplated herein if, in the opinion of its legal counsel, such announcement is required to be made by Applicable Law or applicable stock exchange rules and regulations on a timetable that does not permit such consultation. Release of Guarantees. Between the date hereof and the Closing, the parties shall use their commercially reasonable efforts to obtain the release of the Seller or its Affiliates that are a party to each of the guarantees, performance bonds, bid bonds and other similar agreements listed on Section 4.6 of the Disclosure Schedule (the "Guarantees"). In the event any of the Guarantees are not released at the Closing, the Buyer will provide the Seller with a guarantee that indemnifies and holds the Seller and its Affiliates that are a party to each such Guarantee harmless for any and all payments required to be made under, or costs incurred in connection with, such Guarantees by the Seller or its Affiliates that are a party to the Guarantees relating to periods after the Effective Time of Closing until such Guarantee is released.
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Inter-Company Arrangements. (a) The Inter-Company Payables outstanding as of the Closing shall remain outstanding from and after the Closing Date and shall be paid by the Company in accordance with their terms.
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Inter-Company Arrangements. Except as set forth in Appendix 8, there are no agreements, guarantees, indemnity arrangements or other rights or obligations between the Company on the one hand and the Seller, Metso Corporation or any of subsidiaries on the other hand. As of Closing, all amounts owed by Seller, Metso Corporation or any of its subsidiaries to the Company shall have been paid.
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Inter-Company Arrangements. The Shareholders and the Company, the Subsidiary or the LLC Subsidiary, as applicable, shall have terminated the Inter-Company Arrangements in accordance with Section 5.13 and delivered to the Parent and the Parent Sub evidence thereof which is reasonably acceptable to Parent;
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Inter-Company Arrangements. The Sellers and the Company, as applicable, shall have terminated the Inter-Company Arrangements in accordance with Section 5.13 and delivered to the Purchaser evidence thereof which is reasonably acceptable to Purchaser; and
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Inter-Company Arrangements. Prior to the making of any Inter-company Arrangement involving the Corporation, the nature of the contract, the parties thereto and any Person receiving any commission or consideration in respect of the proposed contract shall be fully disclosed to DHI and SGF Sante and each Party shall disclose to DHI and SGF Sante any material interest in the proposed contract or the identity of any Related Party or any Third Party who would receive any commission or consideration in respect thereof. The consent of the Shareholder with an interest in any such Related Party shall not be required in respect of any resolution relating thereto, and no representative of any such interested Shareholder on a Board shall be entitled to vote in respect of any resolution relating thereto. Subject to
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Related to Inter-Company Arrangements

  • Intercompany Arrangements Prior to the Closing, the Seller shall cause any contract or arrangement that is disclosed (or should have been disclosed) in Section 3.15(a)(x) of the Disclosure Schedule, other than those contracts or arrangements set forth in Section 6.10 of the Disclosure Schedule, to be terminated or otherwise amended to exclude the Companies and the Transferred Subsidiaries as parties thereto.

  • 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”).

  • 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.

  • Employee Arrangements Schedule 5.16 is a complete and correct list and summary description of all (i) union, collective bargaining, employment, management, termination and consulting agreements to which the Company is a party or otherwise bound, and (ii) compensation plans and arrangements; bonus and incentive plans and arrangements; deferred compensation plans and arrangements; pension and retirement plans and arrangements; profit-sharing and thrift plans and arrangements; stock purchase and stock option plans and arrangements; hospitalization and other life, health or disability insurance or reimbursement programs; holiday, sick leave, severance, vacation, tuition reimbursement, personal loan and product purchase discount policies and arrangements; and other plans or arrangements providing for benefits for employees of the Company. Said Schedule also lists the names and compensation of all employees of the Company whose earnings during the last fiscal year was $50,000 or more (including bonuses and other incentive compensation), and all employees who are expected to receive at least said amount in respect of the present year.

  • 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.

  • Employment Arrangements Section 3.15 of the Meridian Disclosure ----------------------- Schedule contains a true, accurate and complete list of all Meridian employees involved in the ownership or operation of the Meridian Assets or the conduct of the Meridian Business (the "Meridian Employees"), together with each such employee's title or the capacity in which he or she is employed and the basis for each such employee's compensation. Meridian has no obligation or liability, contingent or other, under any Employment Arrangement with any Meridian Employee, other than those listed or described in Section 3.15 of the Meridian Disclosure Schedule. Except as described in Section 3.15 of the Meridian Disclosure Schedule, (i) none of the Meridian Employees is now, or, to Meridian's knowledge, since January 1, 1993, has been, represented by any labor union or other employee collective bargaining organization, and Meridian is not, and has never been, a party to any labor or other collective bargaining agreement with respect to any of the Meridian Employees, (ii) there are no pending grievances, disputes or controversies with any union or any other employee or collective bargaining organization of such employees, or threats of strikes, work stoppages or slowdowns or any pending demands for collective bargaining by any such union or other organization, and (iii) neither Meridian nor any of such employees is now, or, to Meridian's knowledge, has since January 1, 1993 been, subject to or involved in or, to Meridian's knowledge, threatened with, any union elections, petitions therefore or other organizational or recruiting activities, in each case with respect to the Meridian Employees. Meridian has performed in all Material respects all obligations required to be performed under all Employment Arrangements and is not in Material breach or violation of or in Material default or arrears under any of the terms, provisions or conditions thereof.

  • Compensation Arrangements Prior to the Acceptance Time, the compensation committee of the Company Board (the “Compensation Committee”) will cause each Company Benefit Plan and Company employment agreement pursuant to which consideration is payable to any officer, director or employee who is a holder of any security of the Company to be approved by the Compensation Committee (comprised solely of “independent directors”) in accordance with the requirements of Rule 14d-10(d)(2) under the Exchange Act and the instructions thereto as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act and satisfy the requirements of the non-exclusive safe harbor set forth in Rule 14d-10(d) of the Exchange Act.

  • Management Arrangements As of the date hereof, other than the Support Agreement and except as previously disclosed to the Company, none of Parent or Merger Sub, or their respective executive officers, directors or affiliates, has entered into any agreement, arrangement or understanding with any of the executive officers, directors or Affiliates of the Company that is currently in effect or would become effective in the future (upon the consummation of the Merger or otherwise) and that would be required to be disclosed under Item 1005(d) of Regulation M-A under the Exchange Act.

  • Severance Arrangements Grant or pay, or enter into any Contract providing for the granting of any severance, retention or termination pay, or the acceleration of vesting or other benefits, to any Person (other than payments or acceleration that have been disclosed to Acquirer and are set forth on Schedule 4.2(q) of the Company Disclosure Letter);

  • Affiliate Arrangements Except as set forth on Schedule II attached hereto, neither such Sponsor nor any anyone related by blood, marriage or adoption to such Sponsor or, to the knowledge of such Sponsor, any Person in which such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with Acquiror or its Subsidiaries.

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