Intra-Group Services Sample Clauses
The Intra-Group Services clause defines the terms under which one company within a corporate group provides services to another company within the same group. Typically, this clause outlines the scope of services, the basis for charging fees (such as cost-plus or fixed rates), and the standards of performance expected. It may also address issues like confidentiality, intellectual property, and compliance with transfer pricing regulations. The core function of this clause is to ensure clarity and legal compliance in the provision and compensation of services between related entities, thereby reducing the risk of disputes and regulatory challenges.
Intra-Group Services. Amend the definition of Intra-Group Services in Clause 1.1 (Definitions):
(a) insert “, including stock and other incentive plans” into limb (c)(ii) after “other benefits”;
(b) delete limb (c)(iv) and replace with the following:
Intra-Group Services amend the definition of Intra-Group Services in the Credit Agreement and as referred to in paragraph 19(d) of Schedule 5 (Further Amendments, Waivers, Consents and Other Modifications) of this Agreement to delete the reference to “IT” and replace it with a reference to “branding, marketing, network, technology, research and development, installation and customer service,”.
Intra-Group Services amend the definition of Intra-Group Services under the Credit Agreement to add the following language after the first proviso in parenthesis: “(or, in the event that there are no comparable transactions to apply for comparative purposes, is otherwise on terms that, taken as a whole, the Company or any Permitted Affiliate Parent has conclusively determined in good faith to be fair to that member of the Group)”.
Intra-Group Services amend the definition of Intra-Group Services under the Credit Agreement to add the following language after the first proviso in parenthesis:
Intra-Group Services. The Purchaser acknowledges and agrees that (a) prior to the Closing Date certain legal, HR, finance, IT, corporate QA, regulatory and other intra—group services are being provided to the Target Company by the Seller or any of its Affiliated Companies, and (b) such services will be terminated with respect to the Target Company and its business effective as of the Closing Date unless otherwise agreed between the Parties and the Purchaser or the Target Company will have to obtain replacement services. [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions.
Intra-Group Services. Amend the definition of Intra-Group Services under the Credit Agreement to be consistent with other Liberty Global Reference Agreements by amending paragraph (c) of that definition to remove the words “provided that the consideration for the provision thereof is, in the reasonable opinion of the Company, no less than Cost”.
Intra-Group Services include a new definition of Intra-Group Services but delete the reference to “IT” and replace it with a reference to “branding, marketing, network, technology, research and development, installation and customer service,”.
Intra-Group Services. Amend the definition of Intra-Group Services in Clause 1.1 (Definitions):
(a) insert “, including stock and other incentive plans” into limb (c)(ii) after “other benefits”;
(b) delete limb (c)(iv) and replace with the following: 66 R&G note – language to be included once Affiliate Subsidiary Release concept is included from previous set of UPC creepers “(iv) the provision of treasury, audit, accounting, banking, strategy, IT, branding, marketing, network, technology, research and development, installation and customer service, telephony, office, administrative, compliance, payroll or other similar services; and”;
(c) delete “, in the ordinary course of business and on terms not materially less favourable to the relevant member of the Borrower Group than arms’ length terms,” in limb (d).
Intra-Group Services amend the definition of Intra-Group Services under the Credit Agreement to be consistent with the Liberty Global Reference Agreement referred to at limb (viii) of that definition by:
(i) amending the following language to the lead-in to that definition: “(provided that the terms of each such transaction are not materially less favourable, taken as a whole, to the Company, the Affiliate Issuer or any member of the Bank Group, as the case may be, than those that could be obtained in a comparable transaction in arm’s length dealings with a Person that is not an Affiliate)”;
(ii) amending paragraph (c) of the definition of Intra-Group Services to remove the words “provided that the consideration for the provision thereof is, in the reasonable opinion of the Company, no less than Cost”; and 60449431_12
(iii) deleting the words “on arms’ length terms” in paragraph (a) of the definition of Intra-Group Services.
Intra-Group Services. The Seller confirms and the Purchaser acknowledges that all services currently provided by a member of the Seller Group to a Group Company (including any group insurance coverage, the provision of guarantees, audit and tax services and others currently provided) shall cease to be so provided with effect from the Closing Date (save where the Seller uses its powers of sub-contracting under the Management Agreement to continue the provision of such services) and that the Purchaser shall (subject to the express terms of the Management Agreement) be responsible for the provision of such services from the Closing Date.