Ring Fencing. If Western Power* is an Integrated Provider*, then a court or tribunal, in considering whether:
(a) representations made by Workers* of the Other Business* can or ought be attributed to the Network Business*, or vice versa; or
(b) a notice or other information given to a Worker* of the Other Business* has been communicated, or should be deemed to have been communicated, to the Network Business*, or vice versa; or
(c) a Contract* entered into by the Other Business* does or ought express or imply an intention to vary this Contract*, or vice versa, must have fair and reasonable regard to:
(d) the fact that Western Power* comprises a Network Business* and an Other Business* and the distribution of personnel and responsibilities between those businesses; and
(e) the intent and purpose of Western Power*’s obligations under Chapter 13 of the Code* and anything done or not done by Western Power* in connection with those obligations.
Ring Fencing. If Western Power is an Integrated Provider, then a court or tribunal, in considering whether:
(a) representations made by Workers of the Other Business can or ought be attributed to the Network Business, or vice versa; or
(b) a notice or other information given to a Worker of the Other Business has been communicated, or should be deemed to have been communicated, to the Network Business, or vice versa; or
(c) a Contract entered into by the Other Business does or ought express or imply an intention to vary this Contract, or vice versa, must have fair and reasonable regard to:
(d) the fact that Western Power comprises a Network Business and an Other Business and the distribution of personnel and responsibilities between those businesses; and
(e) the intent and purpose of Western Power’s obligations under Chapter 13 of the Code and anything done or not done by Western Power in connection with those obligations.
Ring Fencing. The Borrower shall procure that:
23.42.1 no Security Provider shall enter into, or permit to subsist, any transaction or relationship with a non-Security Provider which is not at least as favourable in all respects to the relevant Security Provider as an arm’s length transaction, nor shall such Security Provider pay any management charge or similar inter-company item to a non-Security Provider.
23.42.2 This clause 23.42 shall not prohibit the execution and performance by the Borrower or any other Obligor of any Finance Document or Transaction Document to which it is party.
Ring Fencing. No Obligor shall (and the Borrower shall ensure that no Relevant Obligor, Holdco Group Member or Group Member will) sell, lease, license, transfer or otherwise dispose of any cash or any other assets (including any Equity Interests) to, provide or make available any loan, credit or Financial Indebtedness to or in favor of, or declare or make any Distribution to or in favor of, or grant any guarantee, indemnity, Security or Quasi-Security to or for the benefit of the obligations of, or otherwise invest in, or enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction with, or issue any Equity Interest in favor of (each a “Restricted Activity”):
(a) any member of the Corporate Venture Capital Fund Group; and
(b) any Group Member any of the shares or Equity Interests in which are listed on any stock or securities exchange or market and any Subsidiary of such Group Member (each, a “Listed Group”) (each of (A) the Corporate Venture Capital Fund Group, (B) any Listed Group and (C) (with effect from the commencement of the WXAT Share Reorganisation (as defined in Schedule 14 (Permitted Restructuring))) the WXAT Group (as defined in Schedule 14 (Permitted Restructuring)), a “Ring-fenced Group”), other than:
(i) in the case of the Corporate Venture Capital Fund Group, the investment contemplated by paragraph (k) of the definition of “Permitted Acquisition” and paragraph (I)(b) of the definition of “Permitted Joint Venture Investment”;
(ii) any such Restricted Activity by any member of any Ring-fenced Group in favor of any other member of such Ring-fenced Group that is otherwise permitted under this Agreement; and
(iii) any Distribution by any member of any Ring-fenced Group to or in favor of any Relevant Obligor, Holdco Group Member or Group Member (that is, in each case, not a member of any Ring-fenced Group) that is otherwise permitted under this Agreement.
Ring Fencing. 9.1 No person or entity will become a BEE Shareholder until such person or entity has signed a deed of adherence in a form acceptable to the Company binding itself to the provisions of this Agreement and the other Transaction Documents and all such persons will be either Black Entities or Black People.
9.2 If any event occurs or any circumstance arises which constitutes a breach or which is reasonably expected to result in a breach of any provisions of this clause 9, each of the BEE Parties shall immediately give notice thereof to the Company upon becoming aware of such event or circumstance. For this purpose, as soon as such event or circumstance comes to the knowledge of any director of BEE SPV, BEE SPV shall be deemed to have knowledge of the event or circumstance in question.
Ring Fencing. The Company shall be subject to ring fencing provisions as provided for under the Taxation Act.
Ring Fencing. Between the Effective Date and the earlier of (i) the end of the Co-Operation Phase and (ii) the Deferred Closing Date, Seller shall procure that (A) the applicable Deferred Project and Deferred Project SPV are operated for no additional consideration in the ordinary course of business consistent with past practice, (B) no action described in Section 6.1(b)(xvi) is taken with respect to the applicable Deferred Project and Deferred Project SPV, including, for the avoidance of doubt, making any election to treat any Deferred Project SPV as an association taxable as a corporation for U.S. Federal (or applicable state and local) income Tax purposes, (C) for all Tax purposes, all Tax Returns and other Tax reporting of Seller and its Affiliates (including any Deferred Project SPV) with respect to the applicable Deferred Project and Deferred Project SPV are prepared in a manner consistent with past practice and (D) no Project Related Leakage either occurs or has been agreed (irrespective of the agreement being entered into prior to, on or after the Effective Date) and falls due after the Deferred Closing Date.
Ring Fencing. No Obligor shall, and Jewel shall procure that no member of the Borrower Group will, deal with Diamond PLC or any Affiliate of Diamond PLC (other than a member of the Borrower Group) (each a "DIAMOND COMPANY") in which payments are to be made by a member of the Borrower Group or indebtedness (other than Subordinated Debt) arises between a member of the Group and a Diamond Company, unless that dealing
(a) is on an arm's length basis and is in the ordinary course of business; or
(b) has been approved by the Agent (acting on the instructions of the Majority Banks).
Ring Fencing. 16.7.1 A subsurface user shall be obliged to keep separate records for the calculation of tax obligations under the tax regime envisaged by the Contract and calculation of the tax obligations on the activity beyond the scope of this Contract.
16.7.2 The activity under the Contract shall be a complex of works (operations) related to extraction of minerals from the subsurface to the surface, including temporary storage of minerals.
Ring Fencing. The liability of the Licensee or any other person to pay the Relevant Amounts shall not be reduced by reference to any fact or matter external to this Licence, and in particular (but without limitation to the generality of the foregoing):
(a) the Relevant Amounts shall not be directly or indirectly reduced by reference to any losses, costs or any other matter incurred under or in connection with any other Licence and/or other matter external to this Licence; and
(b) the Relevant Amounts shall not be directly or indirectly reduced by reference to any losses, reliefs, exemptions, amounts or other matters, whether of or in respect of any royalties, annuals rentals, signature bonus, development and production plan bonuses, production bonuses, taxes (including income tax, payroll taxes and capital gains tax), levies (including the additional development levy), additional profit payments or other matter, calculated by reference to or incurred under or in connection to (in each case whether in whole or in part) any other Licence and/or other matter external to this Licence, and neither the Licensee nor any other person shall exercise or seek to exercise any right so to reduce any Relevant Amount or any right that has the effect of directly or indirectly so reducing any Relevant Amount.