Inter-Company Relationships Sample Clauses

Inter-Company Relationships. As of the date of the Transfer of the Business, VCP will only enter into and carry out transactions and contracts with Newco which do not violate the provisions of Section 7.2 above and are on an arms-length basis, including, without limitation, the applicable Definitive Agreements.
Sample 1Sample 2
AutoNDA by SimpleDocs
Inter-Company Relationships. All inter-company agreements, liabilities, loans, advances, payables and receivables with respect to the Business between Ceding Company or any Affiliate of Ceding Company, on the one hand, and Ceding Company on the other hand, in effect as of the date hereof, are listed on Schedule 2.15. Each of the agreements, if any, listed on Schedule 2.15 has been reported to and not disapproved by the applicable Governmental Entity if required by Applicable Law. Except as set forth in Schedule 2.15, since December 31, 2006, Ceding Company has not entered into any inter-company agreement with, or incurred any material inter-company obligations owing to, Ceding Company or any Affiliate of Ceding Company in connection with the Business.
Sample 1Sample 2
Inter-Company Relationships. (a) Without prejudice to the transactions to be implemented in connection with the UK Pension Reorganization, the Buyer shall procure that at Closing each Sellers’ Retained Group Company identified on Exhibit 10.4 is released in full from the Third Party Guarantee(s) identified on Exhibit 10.4 and given by it in respect of obligations of AOAG (including obligations of New AOAG transferred to it as a result of the AOAG Contribution), or any of the Target Group Companies as set forth therein. With respect to any of the Sellers’ Retained Group Companies which are not released in full from such Third Party Guarantee(s) on Closing, a Buyer Designee to be agreed upon by the Buyer and General Motors shall enter into a back to back guarantee with any such Sellers’ Retained Group Companies in its capacity as guarantor.
Sample 1Sample 2
Inter-Company Relationships. Except as listed in EXHIBIT 4.12A, there are no contractual relationships or agreements or arrangements between Target and any of their Affiliated Companies or any of its shareholders, partners, managers or employees and there are no fees for services due by Target to any or all of Seller or of Seller's Affiliated Companies or any of its shareholders, partners, managers or employees and there is no agreement or arrangement providing for future services for which fees would be payable. Except as listed in EXHIBIT 4.12B, there are no cash pooling arrangements concerning Target or any of Seller's Affiliated Companies or any of its shareholders, partners, managers or employees. There are no claims of Target against Seller or Seller's Affiliated Companies or any of its shareholders, partners, managers or employees and no claims of Seller or Seller's Affiliated Companies or any of its shareholders, partners, managers or employees against Target.
Sample 1
Inter-Company Relationships. All inter-company agreements, liabilities, loans, advances, payables and receivables with respect to the Business between Ceding Company or any Affiliate of Ceding Company, on the one hand, and Ceding Company on the other hand, in effect as of the date hereof, are listed on Schedule 2.15. Each of the agreements, if any, listed on Schedule 2.15 has been reported to and not disapproved by the applicable Governmental Entity if required by Applicable Law. Except as set forth in Schedule
Sample 1
Inter-Company Relationships. (a) If for any reasons, any Intercompany Non-Trading Payables and Intercompany Non-Trading Receivables have not been paid at the Completion Date in accordance with Clauses 6.2(b) and 6.2(c), the Purchasers shall pay or procure that the relevant Group Companies shall pay any such Intercompany Non-Trading Payables and the Vendors shall pay or procure that their relevant Affiliates pay any such Intercompany Non-Trading Receivables as soon as reasonable practicable and in any event no later than three months from the Completion Date.
Sample 1

Related to Inter-Company Relationships

  • Other Relationships No relationship created hereunder or under any other Loan Document shall in any way affect the ability of the Administrative Agent and each Lender to enter into or maintain business relationships with the Borrower or any of its Affiliates beyond the relationships specifically contemplated by this Agreement and the other Loan Documents.

  • Customer Relationships The Executive understands and acknowledges that the Company has expended significant resources over many years to identify, develop, and maintain its clients. The Executive additionally acknowledges that the Company’s clients have had continuous and long-standing relationships with the Company and that, as a result of these close, long-term relationships, the Company possesses significant knowledge of and confidential information about its clients and their needs. Finally, the Executive acknowledges the Executive’s association and contact with these clients is derived solely from Executive’s employment with the Company. The Executive further acknowledges that the Company does business throughout the United States and that the Executive personally has significant contact with the Company’s clients and customers solely as a result of Executive’s relationship with the Company.

  • Lending Relationships Except as disclosed in the Pricing Disclosure Package, Registration Statement and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of the Underwriters and (ii) does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of the Underwriters.

  • Arm’s-Length Relationships The Borrower will maintain arm’s-length relationships with the Servicer, the Parent, the Performance Guarantor, the Originators and any Affiliates thereof. Any Person that renders or otherwise furnishes services to the Borrower will be compensated by the Borrower at market rates for such services it renders or otherwise furnishes to the Borrower. Neither the Borrower on the one hand, nor the Servicer, the Parent, the Performance Guarantor, any Originator or any Affiliate thereof, on the other hand, will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other. The Borrower, the Servicer, the Parent, the Performance Guarantor, the Originators and their respective Affiliates will immediately correct any known misrepresentation with respect to the foregoing, and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity.

  • Material Relationships No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, security holders of the Company, the Operating Partnership, or their respective affiliates, on the other hand, which is required to be described in the Prospectus and which is not so described.

  • RELATIONSHIPS WITH RELATED PERSONS Neither Seller, Acquired Company or any Related Person of each Seller or of either Acquired Company has, or since the first day of the next to last completed fiscal year of any Acquired Company has had, any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to any Acquired Company’s business. Neither Seller, Acquired Company or any Related Person of each Seller or of any Acquired Company is, or since the first day of the next to last completed fiscal year of any Acquired Company has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had business dealings or a material financial interest in any transaction with any Acquired Company other than business dealings or transactions conducted in the Ordinary Course of Business with any Acquired Company at substantially prevailing market prices and on substantially prevailing market terms, or (ii) engaged in competition with any Acquired Company with respect to any line of the products or services of any Acquired Company (a “Competing Business”) in any market presently served by any Acquired Company except for less than one percent of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market. Neither Seller or any Related Person of each Seller or of any Acquired Company is a party to any Contract with, or has any claim or right against, any Acquired Company.

  • Banking Relationships Schedule 3.22 shows the names and locations of all banks, trust companies and other financial institutions in which the Company has accounts, lines of credit or safety deposit boxes and, with respect to each account, line of credit or safety deposit box, the names of all Persons authorized to draw thereon or to have access thereto.

  • Relationships No relationship, direct or indirect, exists between or among the Company or the Operating Partnership on the one hand, and the directors, officers or stockholders of the Company or the Operating Partnership on the other hand, which is required pursuant to the Securities Act or the Exchange Act to be described in the Registration Statement or the Prospectus which is not so described.

  • Certain Relationships No relationship, direct or indirect, exists between or among either of the Transaction Entities, on the one hand, and the directors, officers, stockholders, partners, customers or suppliers of the Transaction Entities, on the other hand, which is required to be described in the Registration Statement, the General Disclosure Package or the Prospectus which is not so described.

  • Agency Relationship Nothing herein shall be construed as constituting the Sub-Advisor as an agent of the Trust or the Fund, except as otherwise contemplated herein.

Time is Money Join Law Insider Premium to draft better contracts faster.