Intragroup Transactions Clause Samples

Intragroup Transactions. In any Fiscal Quarter (as defined in the Indemnity Agreement), unless and until all amounts due in such Fiscal Quarter in respect of Quarterly Payments (as defined in the Indemnity Agreement), Cash True-Up Payments (as defined in the Indemnity Agreement) and Accrued Amounts (as defined in the Indemnity Agreement) have been paid in full, other than in the Ordinary Course of Business or transactions with a maximum aggregate consideration not to exceed $5,000,000, neither U.S. HoldCo 2 nor its subsidiaries (the “U.S. HoldCo Group”) shall assume or enter into any intercompany transactions resulting directly or indirectly in the payment of any amount by a member of the U.S. HoldCo Group to any of Holdings or its Subsidiaries that are not a part of the U.S. HoldCo Group; provided that this Section 6.17 shall not prohibit the making of Restricted Payments permitted pursuant to Section 6.08. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document but without limitation of the condition in Section 5(d) of the Amendment and Restatement Agreement, no provision of this Agreement or any other Loan Document shall prevent or restrict the consummation of the Transactions, nor shall the Transactions give rise to any Default, or constitute the utilization of any basket, under this Agreement (including this Article VI) or any other Loan Document.
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Intragroup Transactions. In any Fiscal Quarter (as defined in this Agreement), unless and until all amounts due in such Fiscal Quarter in respect of Quarterly Payments (as defined in this Agreement), 4Q Payments (as defined in this Agreement), Cash True-Up Payments (as defined in this Agreement) and Accrued Amounts (as defined in this Agreement) have been paid in full, other than in the Ordinary Course of Business or transactions with a maximum aggregate consideration not to exceed €5,000,000, neither Payor nor its subsidiaries (the “US HoldCo Group”) shall assume or enter into any intercompany transactions resulting directly or indirectly in the payment of any amount by a member of the U.S. HoldCo Group to any of Holdings or its Subsidiaries that are not part of the U.S. HoldCo Group; provided that this Section 3.17 shall not prohibit the making of Restricted Payments permitted pursuant to Section 3.08.
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Intragroup Transactions. In any Fiscal Quarter (as defined in the Indemnity Agreement), unless and until all amounts due in such Fiscal Quarter in respect of Quarterly Payments (as defined in the Indemnity Agreement), 4Q Payments (as defined in the Indemnity Agreement), Cash True-Up Payments (as defined in the Indemnity Agreement) and Accrued Amounts (as defined in the Indemnity Agreement) have been paid in full, other than in the Ordinary Course of Business or transactions with a maximum aggregate consideration not to exceed €5,000,000, neither U.S. HoldCo 2 nor its subsidiaries (the “US HoldCo Group”) shall assume or enter into any intercompany transactions resulting directly or indirectly in the payment of any amount by a member of the U.S. HoldCo Group to any of Holdings or its Subsidiaries that are not part of the U.S. HoldCo Group; provided that this Section 6.17 shall not prohibit the making of Restricted Payments permitted pursuant to Section 6.08.
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Intragroup Transactions. 5.8.1 Except as expressly set out in this agreement or in any other agreement, document or instrument entered into in connection with the Transaction or the Disentanglement, or otherwise agreed in writing between the Seller and the Purchasers, all existing agreements and arrangements prior to the Effective Time between: (a) one or more members of the Seller’s Group (excluding the Target Group Companies) on the one hand and one or more Target Group Companies on the other hand, shall terminate and no longer be effective as of the Effective Time, except for the Local Business Transfer Agreements and the Ancillary Agreements; and (b) one or more members of the Seller’s Group (excluding the Target Group Companies) on the one hand and Third Parties on the other hand, relating to services provided to the Business (so-called “umbrella-agreements”) shall no longer be effective with respect to the Business as of the Effective Time, provided that such termination does not affect, waive, or release any party from, any rights or obligations accrued under such agreements up to and including the Effective Time. 5.8.2 Except for the Shareholder Loan and the Promissory Note, prior to or at the Effective Time, the Seller shall procure that all Intragroup Receivables and Intragroup Payables will be settled as much as possible between the relevant members of the Seller’s Group (excluding the Target Group Companies) and the relevant Target Group Companies. 5.8.3 Each Party shall procure that any Intragroup Receivables and Intragroup Payables owed between the Seller’s Group (excluding the Target Group Companies) on the one hand and the Target Group Companies on the other hand, that remain outstanding at the Effective Time, will be settled in cash in accordance with the applicable payment terms set forth in the relevant agreement that is applicable between such entities or, if there are no such payment terms, within sixty (60) days after the Completion Date. The payments to be made pursuant to this Clause 5.8.3 may not be set-off against any other claims or payments. 20 / 52
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Intragroup Transactions. 1. In relation to a non-financial counterparty, an intragroup transaction shall be an OTC derivative contract entered into with another counterparty which is part of the same group provided that both ▌of the following conditions are met: (a) both counterparties are included in the same consolidation on a full basis and they are subject to appropriate centralised risk evaluation, measurement and control procedures; (b) that counterparty is established in the Union or, if it is established in a third country, that third country is not identified under paragraph 4 nor in the delegated acts adopted pursuant to paragraph 5. 2. In relation to a financial counterparty, an intragroup transaction shall be any of the following: (a) an OTC derivative contract entered into with another counterparty which is part of the same group, provided that all of the following conditions are met: (i) the financial counterparty is established in the Union or, if it is established in a third country, that third country is not ▌identified under paragraph 4 nor in the delegated acts adopted pursuant to ▌paragraph 5.; (ii) the other counterparty is a financial counterparty, a financial holding company, a financial institution or an ancillary services undertaking subject to appropriate prudential requirements; (iii) both counterparties are included in the same consolidation on a full basis; and (iv) both counterparties are subject to appropriate centralised risk evaluation, measurement and control procedures; (b) an OTC derivative contract entered into with another counterparty where both counterparties are part of the same institutional protection scheme, referred to in Article 113(7) of Regulation (EU) No 575/2013, provided that the condition set out in point (a)(ii) of this paragraph is met; (c) an OTC derivative contract entered into between credit institutions affiliated to the same central body or between such credit institution and the central body, as referred to in Article 10(1) of Regulation (EU) No 575/2013; (d) an OTC derivative contract entered into with a non-financial counterparty which is part of the same group, provided that both of▌ the following conditions are met: (i) both counterparties to the derivative contract are included in the same consolidation on a full basis and are subject to ▌appropriate centralised risk evaluation, measurement and▌ control procedures; (ii) the non-financial counterparty is established in the Union or, if it is established in a ▌third co...
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Intragroup Transactions. In any Fiscal Quarter (as defined in the Indemnity Agreement), unless and until all amounts due in such Fiscal Quarter in respect of Quarterly Payments (as defined in the Indemnity Agreement), Cash True-Up Payments (as defined in the Indemnity Agreement) and Accrued Amounts (as defined in the Indemnity Agreement) have been paid in full, other than in the Ordinary Course of Business or transactions Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrower in the Agreement Currency, the Borrower agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable Law).
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Intragroup Transactions. None of the PMD Group Companies has entered into any transaction with another company which at that time was a member of the same group either on a tax-neutral basis or otherwise prior to Completion which could result in material Taxation payable by the PMD Group Companies.
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Intragroup Transactions. (a) Aventis will provide to the Company services including services from the finance, controlling, legal, insurance, tax, HR, communication, IT strategy and pension functions. All such services (like all other agreements entered into between Aventis and the Company or its subsidiaries) will be at arm's length terms and conditions. For such services Aventis will charge the Company a fee of Euro 24 (twenty- four) million for the year 2000. This amount includes projects as well as consultants' and lawyers' fees and other out-of-pocket expenses borne by Aventis. A brief summary report of the costs of the services as billed to the Company pursuant to this section 5.4.3 (a) will be provided on an annual basis to the audit committee of the supervisory board. (b) Adjustments to this amount for the subsequent years, if any, shall reflect both inflation and rationalization in rendering the services by Aventis and will in each case require the consent of Schering, which shall not be unreasonably withheld or delayed. (c) Aventis will not charge additional fees in consideration of the purchasing advantage that the Company may benefit from the Company's suppliers of goods and services due to the fact that the Company belongs to the Aventis group. (d) The Company may use in its worldwide business the Aventis name in accordance with the Aventis communication policy, without additional compensation.
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Related to Intragroup Transactions

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.