Related Party Transactions; Intercompany Accounts Sample Clauses

Related Party Transactions; Intercompany Accounts. Except as set forth in Section 4.10 of the Seller Disclosure Schedule, there are no Contracts between Seller, on one hand, and any shareholder, director, officer, employee, consultant or Affiliate of Seller (each, a “Related Party”), on the other, related to Seller’s business. Set forth in Section 4.10 of the Seller Disclosure Schedule is a true and complete list of each transaction during the prior 18 months between Seller, on one hand, and any Related Party, on the other, related to Seller’s business. Except for compensation for services rendered, no amounts are owed by or to Seller to or by any Related Party, related to Seller’s business.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Related Party Transactions; Intercompany Accounts. Except as set forth on Schedule 4.13, there are no Contracts between Seller, on one hand, and any shareholder, director, officer, employee, consultant or Affiliate of Seller (each, a “Related Party”), on the other, related to Seller’s business. Set forth on Schedule 4.13 is a true and complete list of each transaction during the prior 18 months between Seller, on one hand, and any Related Party, on the other, related to Seller’s business. Except for compensation for services rendered, no amounts are owed by or to Seller to or by any Related Party, related to Seller’s business.
Sample 1Sample 2Sample 3See All (5)
Related Party Transactions; Intercompany Accounts. (a) At or prior to the Closing, except as contemplated in the Transaction Documents, each Purchaser shall, and shall cause its Affiliates to, take all such action as may be necessary to cause all contracts, agreements, plans, arrangements or commitments between such Purchaser or any of its Affiliates, on the one hand, and UEC, CaymanCo, OpCo or their respective controlled Affiliates, on the other hand, to be terminated without any penalty, cost or consideration to be payable or incurred by any of UEC, CaymanCo, OpCo or their respective controlled Affiliates and all payments thereunder to be made prior to the Closing and for the parties thereto to release and waive any and all claims that any of them may have thereunder as of the Closing. Each Purchaser hereby represents and warrants that, except as contemplated in the Transaction Documents, there will not be as of the Closing any contract, agreement, plan, arrangement or commitment between such Purchaser or any of its Affiliates, on the one hand, and UEC, CaymanCo, OpCo or their respective controlled Affiliates, on the other hand. (b) Each Purchaser, on behalf of itself and its Affiliates, hereby agrees that all balances, payables and other amounts due or outstanding between such Purchaser or any of its Affiliates, on the one hand, and UEC, CaymanCo, OpCo or their respective controlled Affiliates, on the other hand, shall be deemed settled and extinguished in full as of the Closing, except as arising under any Transaction Document. Each Purchaser hereby represents and warrants that, except as contemplated in the Transaction Documents, there will not be as of the Closing any balances, payables or other amounts due or outstanding between such Purchaser or any of its Affiliates, on the one hand, and UEC, CaymanCo, OpCo or their respective controlled Affiliates, on the other hand. (c) Without limiting Section 6.06(a) and (b) above, XXXXX Music Holding III Limited (“PAG”) hereby represents and warrants to the Company and the other Purchasers that the Nominee Agreement dated June 17, 2015 by and between PAG and UEC has duly terminated in accordance with its terms prior to the date of this Agreement without any penalty, cost or consideration to be payable or incurred by any of UEC, CaymanCo, OpCo or their respective controlled Affiliates.
Sample 1Sample 2Sample 3See All (4)
Related Party Transactions; Intercompany Accounts. There are no Contracts between Seller, on one hand, and any shareholder, director, officer, employee, consultant or Affiliate of Seller (each, a “Related Party”), on the other, related to the HIV/AIDS Business. There have been no transactions during the prior eighteen (18) months between Seller, on one hand, and any Related Party, on the other, related to the HIV/AIDS Business.
Sample 1

Related to Related Party Transactions; Intercompany Accounts

  • Intercompany Accounts 6 Section 3.05.

  • Related Party Transactions There are no business relationships or related party transactions involving the Company or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • Transactions in Foreign Custody Account (a) Except as otherwise provided in paragraph (b) of this Section 3.8, the provision of Sections 2.2 and 2.7 of this Contract shall apply, mutatis mutandis to the foreign securities of the Fund held outside the United States by foreign sub-custodians. (b) Notwithstanding any provision of this Contract to the contrary, settlement and payment for securities received for the account of each applicable Portfolio and delivery of securities maintained for the account of each applicable Portfolio may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer. (c) Securities maintained in the custody of a foreign sub-custodian may be maintained in the name of such entity's nominee to the same extent as set forth in Section 2.3 of this Contract, and the Fund agrees to hold any such nominee harmless from any liability as a holder of record of such securities.

  • Deposit Account Transactions (a) The Bank or its Subcustodians will make payments from the Deposit Account upon receipt of Instructions which include all information required by the Bank. (b) In the event that any payment to be made under this Section 5 exceeds the funds available in the Deposit Account, the Bank, in its discretion, may advance the Customer such excess amount which shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Bank on similar loans. (c) If the Bank credits the Deposit Account on a payable date, or at any time prior to actual collection and reconciliation to the Deposit Account, with interest, dividends, redemptions or any other amount due, the Customer will promptly return any such amount upon oral or written notification: (i) that such amount has not been received in the ordinary course of business or (ii) that such amount was incorrectly credited. If the Customer does not promptly return any amount upon such notification, the Bank shall be entitled, upon oral or written notification to the Customer, to reverse such credit by debiting the Deposit Account for the amount previously credited. The Bank or its Subcustodian shall have no duty or obligation to institute legal proceedings, file a claim or a proof of claim in any insolvency proceeding or take any other action with respect to the collection of such amount, but may act for the Customer upon Instructions after consultation with the Customer.

  • Special Accounts For the purposes of this Schedule:

  • Securities Accounts If a Collateral Account is a securities account, the Financial Institution agrees that:

  • Financial Accounts Exhibit E, as may be updated by the Borrower in a written notice provided to Agent after the Closing Date, is a true, correct and complete list of (a) all banks and other financial institutions at which Borrower or any Subsidiary maintains Deposit Accounts and (b) all institutions at which Borrower or any Subsidiary maintains an account holding Investment Property, and such exhibit correctly identifies the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

  • Investment Accounts Schedule 2 sets forth under the headings “Securities Accounts” and “Commodity Accounts”, respectively, all of the Securities Accounts and Commodity Accounts in which such Grantor has an interest. Except as disclosed to the Administrative Agent, such Grantor is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or any securities or other property credited thereto; (a) Schedule 2 sets forth under the heading “Deposit Accounts” all of the Deposit Accounts in which such Grantor has an interest and, except as otherwise disclosed to the Administrative Agent, such Grantor is the sole account holder of each such Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Administrative Agent) having either sole dominion and control (within the meaning of common law) or “control” (within the meaning of Section 9-104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein; and (b) In each case to the extent requested by the Administrative Agent, such Grantor has taken all actions necessary or desirable to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any Certificated Securities (as defined in Section 9-102 of the UCC); (ii) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Accounts constituting Securities Accounts, Commodity Accounts, Securities Entitlements or Uncertificated Securities (each as defined in Section 9-102 of the UCC); (iii) establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts; and (iv) deliver all Instruments (as defined in Section 9-102 of the UCC) to the Administrative Agent to the extent required hereunder.

  • Deposit Accounts and Securities Accounts Set forth on Schedule 4.15 (as updated pursuant to the provisions of the Security Agreement from time to time) is a listing of all of the Loan Parties’ and their Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!