Inter-Company Transactions. Certain of the farmland, improvements and water rights to be owned by the Company upon closing are currently owned by the Parent or are being acquired from third parties in arm’s length negotiated purchase/sale transactions arranged by the Parent. All such transfers will be at the Parent’s actual cost without markup. Also, from the proceeds of the sale of the Units, the Company plans to make an unsecured interest-free loan to the Parent for the Parent’s working capital (“Parent Loan”). It is intended that the Parent Loan will be repaid from the Parent’s share of the Company’s future profits and/or from the proceeds of future capital financings by the Parent. The term of the Parent Loan will be five years. To the extent any net profits, as defined in the Parent Loan, are generated by the Parent, such profit must be first used to satisfy the Parent Loan. If the maximum is subscribed, the amount of the Parent Loan will be $1,000,000. The terms and conditions of the Parent Loan are set forth in the form of promissory note attached as Exhibit F to the Memorandum. Overheard expenses incurred by the Parent on behalf of the Company will not be charged to the Company.
Inter-Company Transactions. Except for the payment of principal and interest on pre-existing obligations as Previously Disclosed, enter into any transaction, commitment, arrangement or other activity with a related entity, Affiliate or Subsidiary.
Inter-Company Transactions. Except as set forth on Section 5.9 of the Seller Disclosure Letter, and other than the Transaction Documents and any Inter-company Accounts to be settled prior to or as of the Closing, there are no Contracts between Seller, any Excluded Subsidiary or any of its other Subsidiaries (other than the Company and the Company Subsidiaries), on the one hand, and the Company or any Company Subsidiary, on the other hand, that will remain in effect following the Closing. No related person (as defined in Item 404 of Regulation S-K of the Securities Act) is a party to any Contract with the Company or a Company Subsidiary that would be required to be disclosed in Seller’s filings with the SEC (or in Company filings that the Company would be required to file with the SEC if the Company were itself a company subject to the reporting requirements of the Exchange Act) but has not been disclosed.
Inter-Company Transactions. (i) There are no deferred intercompany transactions between Focus and any of its Subsidiaries or between its Subsidiaries and there is no excess loss account (within the meaning of Treasury Regulations Section 1.1502-19 with respect to the capital stock of Focus or any of its Subsidiaries) which will or may result in the recognition of income upon the consummation of the Contemplated Transactions, and (ii) there are no other transactions or facts existing with respect to Focus or its Subsidiaries which by reason of the consummation of the Contemplated Transactions will result in Focus or its Subsidiaries recognizing income.
Inter-Company Transactions. Except as set forth on Schedule 2.34, neither Company will have any taxable income or gain as a result of prior inter-company transactions that will be taken into account as a result of the changes in ownership contemplated by this Agreement.
Inter-Company Transactions. (a) As of September 30, 2004, the aggregate amount of Inter-Company Debt was equal to $1,039,000,000. The Inter-Company Debt bears interest at the rate per annum equal to 1.00% above the rate of interest per annum appearing on Moneyline Telerate Markets Page 3750 (or any successor page) as the London interbank offered rate for deposits in U.S. dollars with a term equivalent to 12 months at 11:00 A.M. (London time) two Business Days before the beginning of the relevant interest period.
(b) As of September 30, 2004, the amount of Inter-Company Payables was $7,615,000.
(c) Since the Interim Balance Sheet Date until the date hereof, none of the Company or the Subsidiaries has incurred any Inter-Company Debt other than (i) Inter-Company Debt in an aggregate amount equal to $275,579,313 to fund the Company's payment obligations under the Settlement Agreements, (ii) Inter-Company Debt incurred in order to fund the working capital requirements and operations of the Company and the Subsidiaries in the ordinary course of business consistent with past practice, (iii) Inter-Company Debt incurred in connection with the JV Buyouts, (iv) Inter-Company Debt incurred to fund capital expenditures of the Company and the Subsidiaries in accordance with Section 5.01(f) of the Disclosure Schedule and (v) Inter-Company Debt incurred in respect of accrued and unpaid interest on the outstanding Inter-Company Debt. Since the Interim Balance Sheet Date, the Inter-Company Debt also reflects the payment of Taxes by the Seller or any Non-Company Affiliate, to the extent such Taxes relate to the Company and the Subsidiaries, which Taxes have been allocated to the Company and the Subsidiaries in accordance with past practices.
(d) Other than the Inter-Company Debt and the Inter-Company Payables, neither the Company nor any Subsidiary owes any indebtedness or has any Liability for any other amount to any Non-Company Affiliate.
(e) The prices reflected on Exhibit 1 on the date of the Alliance Agreement are no less favorable than the prices which underlie the Company's strategic plan for 2005-2007 dated October 8, 2004 relating to product sales to the Company by GRP, except for zone pricing with respect to acid concentrates and the pricing of spare parts.
Inter-Company Transactions. Engage in any transaction involving a loan, advance, capital or other contribution or any other transaction (other than transactions in the ordinary course of business which comply with Section 5.02(g)) pursuant to which cash or other assets are transferred from Xxxxxx to any Subsidiary (an "Inter Company Transaction") (other than HAPL, for which Inter Company Transactions are governed by Section 5.02(r)), if the aggregate (i) Inter Company Transactions with any Guarantor (other than HAPL) would exceed $5,000,000.00 at any time or (ii) Inter Company Transactions with all Subsidiaries other than Guarantors would exceed $2,000,000.00 at any time, provided that Xxxxxx shall be permitted to make additional capital investments not exceeding $1,000,000.00 in the aggregate in Tajima USA, Inc. during the term of this Agreement.
Inter-Company Transactions. There are no deferred intercompany transactions between the Company and any of its Subsidiaries or between its Subsidiaries and there is no excess loss account (within the meaning of Treasury Regulations Section 1.1502-19 with respect to the capital stock of the Company or any of its Subsidiaries) which will or may result in the recognition of income upon the consummation of the Contemplated Transactions.
Inter-Company Transactions. A true, correct and complete list and description of all Contracts (including any amendments, supplements, restatements or modifications thereto) between Sellers relating to the Acquired Assets, Assumed Liabilities or the Acquired Business, is set forth in Section 5.1(s) of the Seller Disclosure Schedules, and true, correct and complete copies of such Contracts have been made available to Purchaser.
Inter-Company Transactions. Engage in any transaction involving a loan, advance, capital or other contribution or any other transaction pursuant to which cash or other assets are transferred from the Borrower to any Subsidiary (an "Inter Company Transaction") (other than HAPL, for which Inter Company Transactions are governed by Section 5.02(r)), if the aggregate (i) Inter Company Transactions with Sedeco would exceed $5,000,000.00 at any time or (ii) Inter Company Transactions with all Subsidiaries other than HAPL or Sedeco would exceed $2,000,000.00 at any time.
