Intragroup Transactions Sample Clauses

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.
Sample 1
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.
Sample 1
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).
Sample 1
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.
Sample 1
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Related to Intragroup Transactions

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

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