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.
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.
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.
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:
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.
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).
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.
