Intergroup Transactions Sample Clauses
The Intergroup Transactions clause governs the terms and conditions under which transactions occur between different entities or divisions within the same corporate group. It typically outlines the procedures for pricing, documentation, and approval of such internal dealings, ensuring that these transactions are conducted at arm’s length and comply with relevant legal and tax requirements. By establishing clear rules for intergroup transactions, this clause helps prevent conflicts of interest, ensures regulatory compliance, and mitigates risks related to transfer pricing or improper allocation of profits and expenses.
Intergroup Transactions. (a) Prior to Closing, the Target Group Companies shall use reasonable best efforts to repay in full any outstanding intergroup loans (excluding for the avoidance of doubt, the Shareholder Loans and any loans between Target Group Companies) and to terminate and settle (i) any cash pool arrangements such intergroup loans are part of, and (ii) all Affiliate Transactions (other than the Ancillary Agreements, the Post-Separation Agreements, the Shareholder Loans or any Affiliate Transaction that is not an intergroup loan to the extent reflected in the Completion Accounts). If such outstanding intergroup loan is not repaid prior to Closing, it shall be reflected in the Completion Accounts.
(b) Prior to Closing, in accordance with the terms of this Agreement, the Separation Concept and the SID, Seller may enter into, modify or amend any Shareholder Loan; provided that no later than 5 (five) Business Days prior to the anticipated Closing Date Seller shall deliver to Buyer an update to Annex C to reflect each Shareholder Loan and the principal amount outstanding under each Shareholder Loan as of the Closing Date, together with interest accrued thereon and any other information related thereto (including copies of each such Shareholder Loan) as may be reasonably requested by Buyer.