Intra-Group Agreements. The processing and transfer of Personal Data (including cross border transfers) be- tween Avanade and its Affiliates as subprocessors is facilitated and addressed by the Intra-Group Data Processing and Transfer Agreement executed between Avanade and its Affiliates.
Intra-Group Agreements. Except as set forth in Part A, Section 5.4 of the Disclosure Schedule and except for the agreements contemplated hereunder, as at the date hereof, there are no other agreements in place between BKAP (and any of its Affiliates) on the one side and any of the BKAP Subsidiaries on the other.
Intra-Group Agreements. Save in respect of any intra group arrangements referred to in the Transitional Services Agreement, the Vendor acknowledges that the Purchaser shall have an option to terminate any Intra Group Agreement, on demand and without compensation or any termination payment, within three months following Completion by serving written notice on the relevant member of the Telefonica Group. The Vendor agrees that any Group Company which is either a party to, or has obligations under, benefits from or adheres to, any supply or procurement contract to which any member of the Retained Group is party, including the Sourcing Services Contract, shall, on request by the Purchaser, be released with effect from Completion from such contract and any obligation or liabilities arising thereunder.
Intra-Group Agreements. Seller covenants that, except as expressly set out in this Agreement or otherwise agreed by the Parties, all existing agreements and arrangements (except for the Intra-Group Retained Agreements) between one or more members of Seller’s Group (excluding the Companies) on the one hand and one or more Companies on the other hand shall be terminated prior to or at Closing to the extent related to the Operations.
Intra-Group Agreements. 5.3.1 Seller covenants that, except as expressly set out in this Agreement or otherwise agreed by the Parties, all existing agreements and arrangements (except for the Intra-Group Retained Agreements) between one or more members of Seller’s Group (excluding the Group Companies) on the one hand and one or more Group Companies on the other hand shall be, prior to or at Closing, terminated or amended to remove any such Group Company as a party thereto, in each case without any direct or contingent liability or obligation to such Group Company, except to the extent reflected in the calculation of Net Debt and as contemplated by Clause 7.2.3.
5.3.2 Except as otherwise provided in this Agreement, subject to Closing, neither Seller nor Purchaser shall knowingly take or omit to take any action, which would reasonably be likely to result in any member of Seller’s Group or Purchaser’s Group, as applicable, being relieved of or unable to perform its obligations under any Intra-Group Retained Agreement.
5.3.3 Prior to the Closing Date, Seller and Purchaser shall negotiate in good faith to review the Surface Chemistry Agreement and seek to agree a mutually acceptable amendment to it. If such an amendment to the Surface Chemistry Agreement is not agreed by the Closing Date, then Seller and Purchaser shall cause their relevant Affiliates to execute an amendment agreement to the Surface Chemistry Agreement to the effect that:
(a) neither Seller nor any Affiliate of Seller shall have any right under the Surface Chemistry Agreement to restrict in any way any member of the Purchaser’s Group (including the US Company) from directly or indirectly (i) developing, manufacturing, selling, distributing or otherwise supplying Specialty Starches for use for or to any person outside the Seller’s Group for use in any Customer Field or (ii) conducting any research with any person outside the Seller’s Group that produces products in any Customer Field;
(b) neither Purchaser nor any Affiliate of Purchaser shall have any right under the Surface Chemistry Agreement to directly or indirectly (i) require in any way any member of the Seller’s Group (including Akzo Nobel Surface Chemistry LLC) to purchase Specialty Starch from any member of the Purchaser’s Group (including the US Company) or (ii) restrict any member of the Seller’s Group (including Akzo Nobel Surface Chemistry LLC) from conducting any research in the Customer Field with any person that produces Specialty Starches; and
(c) the ...
Intra-Group Agreements. Annex 1.5 a) List of SOP Employees Annex 2.4 Shareholder's Resolution (Approval of Transaction) Annex 4.1.2 Definition Cash Annex 4.1.3 Definition Indebtedness Annex 4.1.4 Definition Working Capital Annex 4.2 Preliminary Purchase Price Calculation Annex 7.1.1 Form of Termination Agreement Shareholder and Upstream Loan Annex 7.1.2 a) Form of Contract Acquisition Agreement Annex 7.1.2 b) List of Transferred Contracts Annex 7.1.3 a) List of Transferred Employees Annex 7.1.3 b) Form of Tripartite Agreement Transferred Employees Annex 8.1 Form of Termination of Intra-group Agreements Annex 9.3 Form of Closing Memorandum Annex 10.3.2 Extract of commercial register Annex 10.6.1 List of Material Agreements Annex 10.6.3 List of Employees Annex 10.6.11 Deferred Compensation Annex 10.6.12 List of Insurances Annex 10.7.2 Registered Owned Intellectual Property Annex 10.7.4 Unregistered Owned Intellectual Property Annex 10.7.9 Exception Open Source Agreement Annex 10.7.11 Licensed Intellectual Property Annex 17.2 a) Form of Transitional Service Agreement Annex 17.8 a) List of to be divided contracts Annex 17.8 b) Parties' intentions regarding divided contracts
Intra-Group Agreements. Do the agreements customarily entered into between companies in the same group qualify as “ordinary transactions” within the meaning of the regulations? How should the “arm’s length” concept be interpreted within a group? That depends on the circumstances:
4.1. Commercial transactions within the scope of the company’s usual business
4.2. Other operations specific to groups of companies
Intra-Group Agreements. Except as otherwise set forth in this Agreement and the Ancillary Agreements, Trinity shall take and shall cause the Seller Group to take any necessary action to terminate, at no cost to the Business Subsidiaries, all the agreements and arrangements entered into between any entity of the Seller Group, on the one hand, and any Business Subsidiary on the other hand, prior to Closing. On the Closing Date, the Business Subsidiaries shall not owe any payment or other obligation to any member of the Seller Group and no member of the Seller Group shall owe any payment or other obligation to the Business Subsidiaries, other than with respect to payables and receivables included in the Inter Company Debts.
Intra-Group Agreements. Except for the agreements listed on Schedule 5.13 of the Disclosure Letter or as otherwise provided in this Agreement, all agreements between the Company, on the one side, and Seller or any of its Affiliates, on the other side, shall be terminated effective as of the Closing Date and no further rights or obligations of any party shall continue thereunder (except, in the case of liabilities accrued prior to the Closing, for the obligation to pay such amounts due). Except as may be expressly set forth in any such agreement, all rights of the Company as a member of a consolidated group with, or as a Subsidiary of, Seller or any of its other Affiliates, or otherwise, under any contract between Seller or any of its Affiliates (other than the Company) and any third party for goods, services or otherwise shall terminate effective as of the Closing Date.
Intra-Group Agreements. Save as contemplated by this Agreement (including, for the avoidance of doubt, Schedule 7), no member of the Broadcast Group will at Completion be a party to any legally binding agreement with any obligations which are material to the Broadcast Group and which have not been fulfilled, with any member of the ntl Group (excluding any other member of the Broadcast Group, any member of the Digital Group or any Digital Joint Venture Company).
