Ring Fencing Sample Clauses

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. 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. No Obligor shall (and the Borrower shall ensure that no other 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 favour of, or declare or make any Distribution to or in favour 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 favour 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 (b) of the definition of “Permitted Joint Venture Investment”; (ii) any such Restricted Activity by any member of any Ring-fenced Group in favour 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 favour of any Group Member (that is not a member of any Ring-fenced Group) that is otherwise permitted under this Agreement.

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. The Company must ensure that at all times while the Developments Contract subsists that it:

Ring Fencing. Criteria 1 and 2 of the Code of Conduct are about ring-fencing. This is a mechanism designed to protect one’s own tax base from the consequences of tax competition. The departing point is the difference in treatment between domestic companies and foreign companies or companies owned by non-residents or companies that do not have any link with the domestic market. With ring-fencing, foreign investors are favorably treated compared to domestic investors by offering tax advantages to foreign investors but not to domestic investors.291 In this respect, to eliminate ring-fencing, the COCG recommends closing the favorable tax measure or extend it to residents.292 The key element in ring-fencing is the distinction between residents and non-residents in terms of the measure’s advantage. This explains why the COCG’s Agreed Guidance recognizes as ring-fencing those situations where the measure’s beneficiaries are only non- residents.293 Domestic companies with foreign shareholding are also classified as non- residents.294 Prohibiting benefiting companies from trading in the local currency is also a characteristic of ring-fencing.295 Following the above, under the Code of Conduct, ring-fencing has two aspects, and each aspect can be de jure or de facto. The first aspect of ring-fencing is when the advantage is granted only to non-residents or to transactions carried out with non-residents. That is, the measure is only open to, and can only be accessed, by non-residents, while residents are 290 EU 2017 List of non-cooperative jurisdictions (n 253) p. 32; Xxxxxx (n 112) p. 170; Calich (n 70) p. 60 and 63; W Xxxxxxx and X X XxXxxxxx, ‘Tax Coordination and Tax Competition in the European Union: Evaluating the Code of Conduct on Business Taxation’ (2001) CMLRev. 38, p. 685; Nouwen (n 241) p. 108 and 109; Xxxxxx (n 242), p. 121. 291 Xxxxx (n 211) p. 176; Rixen (n 180) p. 73. 292 CEU, Outcome of Proceedings on COCG Standstill review process on Luxembourg’s draft law relating to the tax regime for intellectual property (LU017), 10931/18 FISC 299 ECOFIN 715, 6/07/2018, p. 14. 293 COCG Agreed Guidance (n 261) p. 118. 294 Ibid. 295 Xxxxxx (n 112) p. 176. excluded from the measure either de jure or de facto. Under the EU Code of Conduct, this is criterion 1. Criterion 1 of the EU Code of Conduct contains two elements. The first element, criterion 1a, is whether the measure is by law and/or regulation, exclusively available to non- residents or to transactions with non-residents....

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. (a) Each of the Company and Trustee must not make, or permit to subsist, a contract with any Transurban Entity other than a contract: (i) which is not more onerous in a material respect (assessed having regard to all relevant circumstances, including the nature of the relevant contract) on the Company or Trustee (as applicable) than would be the case were the contract to have been made on an arm's length basis; and (ii) which a reasonable person in the position of the Company or the Trustee (as applicable) would enter into (if acting solely in the interest of one or more of the Company, the Trust (but without regard to the interests of any Entity which are separate to its interest as a holder of an interest in Units) and Clepco). (b) Each of the Company and the Trustee must not: (i) acquire any assets from a Transurban Entity; or (ii) assume or permit to subsist any liability in favour of a Transurban Entity (or in favour of any third party at the request of or for the benefit of a Transurban Entity), other than an asset acquired, or a liability assumed under a contract - (iii) which is not more onerous in a material respect (assessed having regard to all relevant circumstances, including the nature of the relevant contract) on the Company or Trustee (as applicable) than would be the case were the contract to have been made on an arm's length basis; and (iv) which a reasonable person in the position of the Company or the Trustee (as applicable) would enter into (if acting solely in the interest of one or more of the Company, the Trust (but without regard to the interests of any Entity which are separate to its interest as a holder of an interest in Units) and Clepco).