Non-Arm’s Length Matters. The Company is not a party to or bound by any agreement with, is not indebted to, and no amount is owing to the Company by, the Vendors or any of the Vendor's Affiliates or any officers, former officers, directors, former directors, shareholders, former shareholders, employees (except for oral employment agreements with employees) or former employees of the Company or any person not dealing at arm's length with any of the foregoing. Since the Interim Statements Date, the Company has not made or authorized any payments to any of the Vendors, or any of the Vendors' Affiliates or any officers, former officers, directors, former directors, shareholders, former shareholders, employees or former employees of the Company or to any person not dealing at arm's length with any of the foregoing, except for salaries and other employment compensation payable to employees of the Company in the ordinary course of the routine daily affairs of the Business and at the regular rates payable to them.
Non-Arm’s Length Matters. Except as disclosed in Schedule 3.01(30), with respect to the Business, the Vendor is not a party to or bound by any agreement with, is not indebted to, and no amount is owing to the Vendor by, any of the Affiliates of the Vendor or any officers, former officers, former directors, shareholders, former shareholders, employees (except for oral employment agreements with employees) or former employees of the Vendor or to any person not dealing at arm's length with any of the foregoing.
Non-Arm’s Length Matters. (i) None of the Corporation or any Subsidiary (and to the best of the Corporation’s knowledge, the Joint Venture Entity) is party to any arrangement, agreement or transaction with a “related party” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“Related Party”) or involved in any other non-arm’s length transaction which is required to be disclosed by Securities Laws and which is not so disclosed in the Prospectus or the documents incorporated by reference therein.
(ii) All arrangements, agreements and transactions entered into by the Corporation and the Subsidiaries (and to the best of the Corporation’s knowledge, the Joint Venture Entity) with Related Parties and other non-arm’s length parties have been completed in material compliance with (i) the constating documents of the Corporation, the Subsidiary or the Joint Venture Entity, as applicable, and (ii) applicable corporate law, Securities Laws or valid exemptions from requirements thereunder, and all necessary corporate and regulatory approvals, consents, authorizations and filings required in connection therewith have been obtained or made.
Non-Arm’s Length Matters. Except as set forth in the Financial Statements or in Schedule 2.22 or Schedule 2.28, RSA Communications is not bound ------------------------------ by any agreement with, is not indebted to, and no amount is owing to RSA Communications from, Stockholder or any of RSA Communications' or Stockholder's Affiliates (as defined in Section 501(b) of the Securities Act of 1933, as amended (the "Securities Act")) or any officers, former officers, directors, former directors, former stockholders, employees or former employees of RSA Communications or any other Person not dealing at arm's length with RSA Communications. Except as set forth on Schedule 2.28, since the respective ------------- dates of the Financial Statements, RSA Communications has not made or authorized any payments to Stockholder or any of RSA Communications' or Stockholder's Affiliates, or any officers, former officers, directors, former directors, former stockholders, employees or former employees of RSA Communications or to any other Person not dealing at arm's length with RSA Communications, except for salaries and other employment compensation payable to employees of RSA Communications in the ordinary course of the routine daily affairs of its business and at the regular rates payable to them.
Non-Arm’s Length Matters. The Company is not a party to or bound by any agreement with, is not indebted to, and no amount is owing to the Company by, any of the Sellers or any officers, former officers, directors, former directors, shareholders, former shareholders, employees or former employees of the Company, the Predecessors, the Partnership or any person not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with any of the foregoing.
Non-Arm’s Length Matters. No director, former director, officer, shareholder or employee of UQ or any person not dealing at arm’s length within the meaning of the Tax Act with any such person is indebted to UQ, nor is UQ indebted to any such person. Since December 31, 2014, UQ has not made or authorized payments to any such persons.
Non-Arm’s Length Matters. Blue Sky is not a party to or bound by any Contract with, is not indebted to, and no amount is owing by Blue Sky to, the Vendor or any Affiliates of the Vendor or any officers, former officers, directors, former directors, shareholders, former shareholders, employees (except for oral employment agreements with employees) or former employees of the Vendor or Blue Sky or any of their respective Associates or any other Person not dealing at arm's length with any of the foregoing.
Non-Arm’s Length Matters. Except as set forth in the Disclosure Letter, the Company and each of the Subsidiaries is not a party to or bound by any Contract with, is not indebted to, and no amount is owing thereto by, the Vendors or any Affiliates of the Vendors or any officers, former officers, directors, former directors, shareholders, former shareholders, employees (except for oral employment agreements with employees) or former employees of the Company or any of the Subsidiaries or any Person not dealing at arm's length with any of the foregoing. The Company and each of the Subsidiaries have not made or authorized any payments to the Vendors or any Affiliates thereof or any officers, former officers, directors, former directors, shareholders, former shareholders, employees or former employees of the Company or any of the Subsidiaries or to any Person not dealing at arm's length with any of the foregoing, except for salaries and other employment compensation payable to employees of the Company or any of the Subsidiaries in the ordinary course of business and at the regular rates payable to them, dividends and distributions to the Vendors in the ordinary course of business (all of which have been fully paid or set aside prior to the date of this Agreement), or except as disclosed in the Miramar Financial Statements.
Non-Arm’s Length Matters. Except as disclosed in Schedule 3.3(12), the Corporation is not a party to or bound by any agreement with, is not indebted to, and no amount is owing to the Corporation by, the Vendor or any of the Vendor's Affiliates or any officers, former officers, directors, former directors, shareholders, former shareholders, employees (except for oral employment agreements with employees) or former employees of the Corporation or any Person not dealing at arm's length with any of the foregoing within the meaning of the INCOME TAX ACT (Canada). Since the Statement Date, the Corporation has not made or authorized any payments to the Vendor or any of the Vendor's Affiliates, or any officers, former officers, directors, former directors, shareholders, former shareholders, employees or former employees of the Corporation or to any Person not dealing at arm's length with any of the foregoing within the meaning of the INCOME TAX ACT (CANADA) except for salaries and other employment compensation payable to employees of the Corporation in the Ordinary Course of Business and at the regular rates payable to them.
Non-Arm’s Length Matters. With respect to the Hotel Business, the Vendor is not a party to or bound by any agreement with, is not indebted to, and no amount is owing to the Vendor by, any person not dealing at arm’s length with any of the foregoing, except: (i) unsecured loans to the Vendor by its shareholders or related parties from time to time; or (ii) agreements that will be terminated, or amended to not apply to the Hotel Assets, by the Vendor prior to Closing; and
