RELATED ARRANGEMENTS Sample Clauses

RELATED ARRANGEMENTS. The Shareholders are shareholders or members of the entities listed on Schedule B and are parties to the Related Shareholders Agreements. Reference is hereby made to the provisions of the Related Shareholders Agreements requiring a sale of shares or interests of the entities upon a sale of Shares by Xxxxxxx or any Employee pursuant to the terms of this Agreement.
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RELATED ARRANGEMENTS. For the purposes of Part 34 of this Appendix, related arrangements means: overtime up to and including 14 hours overtime per fortnight; xxxxxx performed following recall to duty; work performed prior to the expiry of an eight hour break between shifts; stand-by duty (up to and including 26 weeks per calendar year); work performed during meal breaks; and work performed without 14 days’ notice of a change to roster arrangements having been given including, but not limited to, changes to rostered start times. For the purposes of Part 34 of this Appendix, overtime means actual hours worked by an eligible Employee in excess of 76 hours per fortnight. The composite allowance and the other entitlements provided under Part 34 of this Appendix are in lieu of all entitlements which are otherwise applicable under the Core Terms and Conditions of Employment of this Agreement for work performed by eligible Employees during ordinary hours of work and related arrangements. An eligible Employee who is paid the composite allowance will be paid for stand-by duty undertaken in excess of 26 weeks’ per calendar year in accordance with the Supplementary Terms and Conditions of Employment for Operational Employees contained in Part 36 of this Appendix. Subject to the other terms of Part 34 of this Appendix, an eligible Employee who is paid the composite allowance: is entitled to be paid for overtime worked in excess of 14 hours per fortnight in accordance with the Supplementary Terms and Conditions of Employment for Operational Employees contained in Part 36 of this Appendix; or may elect to take time off in lieu (TOIL) of payment for overtime worked in excess of 14 hours per fortnight in accordance with the Supplementary Terms and Conditions of Employment for Operational Employees contained in Part 36 of this Appendix.
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RELATED ARRANGEMENTS. Matters relating to the Ownership Interests
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RELATED ARRANGEMENTS. Seller shall as soon as reasonably possible following the execution and delivery of this Agreement identify and present to Buyer a list of agreements or other arrangements with third parties to which Seller or Seller's Affiliates are parties or otherwise bound but which, in whole or in part, exclusively relate to the Business. Buyer shall without undue delay identify those of the listed agreements or other arrangements which Buyer wants to be transferred to Buyer or the concerned companies in the Group (collectively "Related Arrangements"). Subject to any necessary third party consent being obtained, the Related Arrangements shall be transferred (in whole or in relevant parts) from Seller or Seller's Affiliates to Holding or the concerned Companies (as the case may be) to the effect that Seller and Seller's Affiliates are released from any and all rights and obligations under the Related Arrangements and all such rights and obligations are assumed by Holding or the concerned Companies. The Seller shall use its reasonable best efforts to obtain the necessary third party consents required to effectuate the transfer of Related Arrangements as contemplated herein and Buyer shall itself and shall (subsequent to Closing) cause Holding or the concerned Companies to give Seller all reasonable assistance in obtaining such consents. Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any Related Arrangement or an attempt to make such an assignment or transfer without the consent of a third party, which would constitute a breach or violation thereof or affect adversely the rights of a party thereunder; and any transfer or assignment of any Related Arrangement that requires the consent of a third party shall be made subject to such consent or approval being obtained. In the event any such consent or approval is not obtained on or prior to Closing, Seller shall continue to use all reasonable efforts to obtain any such approval or consent after the Closing until such time as such consent or approval has been obtained, and Seller will cooperate with Buyer and the concerned companies in the Group in any lawful and economically feasible arrangement to provide that the concerned companies in the Group shall receive the interest of Seller or Seller's Affiliates (as the case may be) in the benefits under any such Related Arrangement, including performance by Seller or Seller's Affiliates (as the ca...
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RELATED ARRANGEMENTS. Immediately after the Effective Time, the Surviving Corporation shall convert to a Delaware limited liability company (the "New LLC"). The Company shall: (a) file, simultaneously with the filing of the Certificate of Merger contemplated by Section 1.2, with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation of the Company that is identical to the Certificate of Incorporation of Parent immediately prior to the Effective Time (which such Amended and Restated Certificate of Incorporation shall, among other things, change the name of the Company to "The Washington Post Company"); (b) at the Effective Time, amend and restate its bylaws so that the bylaws of the Company are identical to the bylaws of Parent immediately prior to the Effective Time; (c) immediately after the Effective Time, execute a Transfer Agreement to be dated September 22, 2003, between the Company and the New LLC, pursuant to which the New LLC will assign, transfer, convey and dispose to the Company and the Company will accept and assume, all assets (including the capital stock of subsidiaries and all other equity investments directly held by the New LLC) and liabilities (including contingent liabilities) of the Surviving Corporation, other than the assets and liabilities (including contingent liabilities) relating to the operating newspaper publishing business known as "The Washington Post"; and (d) take all steps necessary to ensure that (i) the Company is the successor issuer of Parent for purposes of registration of the Class B Common Stock of the Company under the Securities and Exchange Act of 1934 and (ii) the Class B Common Stock of the Company is listed on the New York Stock Exchange in the same manner that the Class B Common Stock of Parent is listed thereon immediately prior to the Effective Time.
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RELATED ARRANGEMENTS. 1. The Parties may decide to enter into written arrangements as deemed appropriate to implement specific aspects of their cooperation under this Agreement. 2. The Parties may terminate existing applicable arrangements by mutual, written consent, where such arrangements have become obsolete or no longer support the aims and objectives of this Agreement. This right is in addition to any right to terminate specified in that or any applicable arrangement.
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RELATED ARRANGEMENTS. Except as set forth in Section 3.3(o) of the Disclosure Schedule, the Company is not a party to any contract or agreement with Seller or any of Seller’s or the Company’s Affiliates or any former or current officer or manager of the Company.
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Related to RELATED ARRANGEMENTS

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Tax Arrangements 47.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. 47.2 Where the Contractor is liable to National Insurance Contributions (NICs) in respect of consideration received under this Framework Agreement, it shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. 47.3 The Authority may, at any time during the term of this Framework Agreement, request the Contractor to provide information which demonstrates how the Contractor complies with sub-clauses 47.1 and 47.2 above or why those clauses do not apply to it. 47.4 A request under sub-clause 47.3 above may specify the information which the Contractor must provide and the period within which that information must be provided.

  • Affiliate Arrangements Except as set forth on Schedule II attached hereto, neither such Sponsor nor any anyone related by blood, marriage or adoption to such Sponsor or, to the knowledge of such Sponsor, any Person in which such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with Acquiror or its Subsidiaries.

  • PAYMENT ARRANGEMENTS 4.1 Within 30 calendar days following the signature of the agreement by both parties, and no later than the start date of the mobility period or upon receipt of confirmation of arrival, a pre-financing payment shall be made to the participant representing [between 50% and 100%] of the amount specified in Article 3 [NA may add: per semester]. In case the participant did not provide the supporting documents in time, according to the sending institution's timeline, a later payment of the pre-financing can be exceptionally accepted. 4.2 If the payment under article 4.1 is lower than 100% of the financial support, the submission of the on-line EU survey shall be considered as the participant's request for payment of the balance of the financial support. The institution shall have 45 calendar days to make the balance payment or to issue a recovery order in case a reimbursement is due.

  • Purchase Arrangements 1. Within 10 working days after this agreement is signed and becomes effective, Party A shall pay US$ 2.8 million to the overseas account designated by Party B (the specific payment arrangement shall be subject to Clause 1 of Article III) as an advance payment. Both parties agree as follows: (1) Party B shall obtain the sole and exclusive power of attorney from the Subject Company and the shareholders holding 100% of the total shares of the Subject Company for the matters set forth in this agreement; (2) Party A will arrange its staff to survey the land and real estate of the Subject Company. In this regard, Party B and the Subject Company shall give full cooperation and assistance, and authorize or appoint responsible personnel to follow up the whole process; (3) Party B shall settle the historical creditor’s rights and debts arising in the book of the Subject Company, and have the additional business items in the Subject Company’s business scope extended, that is, adding “electric bicycle production” or “electric power assisted bicycle production” and “electric motorcycle production (road motor vehicle production) in the permitted items” in the business scope. (4) Party B shall complete the purchase of the shares of the Subject Company no later than May 15, 2021. Where it is approved and confirmed by Party A in writing, it shall not be later than June 15, 2021.

  • Management Arrangements 9.1. The Management Arrangements set out the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Statement of Requirements, the Service Levels, the Award Procedures and the terms of this Framework Agreement. 9.2. The Authority may by notice to the Contractor suspend the Contractor’s appointment to provide Services to Framework Public Bodies for a notified period of time: 9.2.1. if the Authority becomes entitled to terminate this Framework Agreement under clause 42 (Termination Rights) or 43 (Termination on Insolvency or Change of Control); or 9.2.2. in any other circumstance provided for in the Management Arrangements. 9.3. Suspension under clause 9.2 shall terminate upon cessation of all of any circumstances referred to in subclauses 9.2.1 and 9.2.2. 9.4. The Contractor must continue to perform existing Call-off Contracts during any period of suspension under clause 9.2.

  • Escrow Arrangements Pursuant to the Escrow Agreement to be entered into among Millxx, xxe Company, Buyer and the Escrow Agent, the portion of the Remaining Purchase Price specified in SECTION 2.6(c) shall be delivered to the Escrow Agent at Closing in immediately available funds. Such monies (which, together with all interest accrued thereon, is hereinafter referred to as the "ESCROW SUM") shall be held pursuant to the terms of the Escrow Agreement for payment from such Escrow Sum of the amounts, if any, owing by the Company and/or Millxx xx Buyer pursuant to the indemnification provisions of ARTICLE VIII below. At the conclusion of the period ending ten days after completion of the Post Closing AA Review and the resolution of any disputes therein pursuant to SECTION 2.9 below, the Escrow Sum shall be reduced to an amount equal to the sum of $1,000,000 in cash, plus the amount, if any, reserved, but not then paid or resolved, pursuant to claims made against the Escrow Sum by Buyer pursuant to the Escrow Agreement and this Agreement (such amount of reduction in the Escrow Sum being referred to as the "ESCROW SUM REDUCTION") and (ii) on April 17, 2000 (such period being referred to herein as the "ESCROW PERIOD"), such remaining portion of the Escrow Sum not theretofore claimed by or paid to Buyer in accordance with the terms of Escrow Agreement and this Agreement (together with any interest on such remaining portion of the Escrow Sum) shall be disbursed to the Company or Millxx. Xxe Company, Millxx xxx Buyer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive all disbursements pursuant to the Escrow Sum Reduction or at the expiration of the Escrow Period which the furnishing party is entitled under the provisions of the Escrow Agreement and this Agreement.

  • Protective Arrangements In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

  • Brokerage Arrangements Neither of the Sellers has entered (directly or indirectly) into any Contract with any Person that would require the payment of a commission, brokerage or “finder’s fee” or other fee in connection with this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby for which Buyer would be responsible.

  • Custody Arrangements The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust’s custodian such information as the Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.

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