Intercompany Agreement Sample Contracts

FORM OF MASTERWORKS INTERCOMPANY AGREEMENT
Intercompany Agreement • June 7th, 2023 • Masterworks 288, LLC • New York

This intercompany agreement (“Agreement”) is made effective as of [ ], 2023 (the “Effective Date”) by and between MASTERWORKS, LLC (“Parent”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with Parent, “Masterworks”) and MASTERWORKS 288, LLC, a Delaware limited liability company (the “Company”), provided that as the context requires, the term “Company” as used herein may refer to a wholly owned subsidiary of the Company or a segregated portfolio of Masterworks Cayman SPC that is wholly owned by the Company, and is intended to set forth certain representations, covenants and agreements between Masterworks and the Company with respect to the offering (the “Offering”) for sale by the Company of its Class A ordinary membership interests (referred to herein as the “Shares”) as described in the Company’s Offering Circular dated as of the date of its qualification by the SEC, as amended by any post-qualification amendment (the “Offering Circular”). Capitalized terms used herei

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FORM OF MASTERWORKS INTERCOMPANY AGREEMENT
Intercompany Agreement • January 27th, 2021 • Masterworks 042, LLC • New York

This intercompany agreement (“Agreement”) is made effective as of [ ], 2021 (the “Effective Date”) by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 042, LLC, a Delaware limited liability company (the “Company”), and is intended to set forth certain representations, covenants and agreements between Masterworks and the Company with respect to the offering (the “Offering”) for sale by the Company of its Class A ordinary membership interests (referred to herein as the “Shares”) as described in the Company’s Offering Circular dated as of the date of its qualification by the SEC, as amended by any post-qualification amendment (the “Offering Circular”). Capitalized terms used herein and not otherwise defined herein have the meaning ascribed to such terms in the Offering Circular. Masterworks and the Company may be referred to collectively herein as the “Parties”.

AMENDMENT NO. 5 TO THE INTERCOMPANY AGREEMENT
Intercompany Agreement • April 16th, 2018 • SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY Co

This Amendment No. 5, entered into on June 29, 2017 and effective as of May 01, 2017, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between Voya Investment Management LLC (“VIM”) and Voya Insurance and Annuity Company (“VIAC”).

Exhibit 10.28 News America Incorporated 1211 Avenue of the Americas New York, New York 10036 Ladies and Gentlemen: The News Corporation Limited ("News Corporation") and the Non-Fox Group Subsidiaries (as defined in the Master Intercompany Agreement...
Intercompany Agreement • September 20th, 2002 • Fox Entertainment Group Inc • Services-motion picture & video tape production

The News Corporation Limited ("News Corporation") and the Non-Fox Group Subsidiaries (as defined in the Master Intercompany Agreement (the "Master Intercompany Agreement") by and between News Corporation and Fox Entertainment Group, Inc. ("Fox"), dated as of November 6, 1998) and Fox and its Subsidiaries (as defined in the Master Intercompany Agreement) hereby agree to and confirm the arrangements made pursuant to Section 3.1 of the Master Intercompany Agreement in connection with cash management services.

Contract
Intercompany Agreement • April 2nd, 2018 • VOYA RETIREMENT INSURANCE & ANNUITY Co • Life insurance

Exhibit 16(1)(vi) Amendment No. 3 TO THE INTERCOMPANY AGREEMENT This Amendment No. 3, effective as of April 01, 2015, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between Directed Services LLC (“DSL”) and Voya Retirement Insurance and Annuity Company (“VRIAC”). W I T N E S S E T H WHEREAS, DSL is an investment adviser for certain U.S. registered investment companies (“Funds”) and a registered broker-dealer distributing variable insurance contracts; and WHEREAS, VRIAC is an insurance company which offers a variety of insurance products, including variable annuities and which also provides administrative services to various tax-advantaged plans and programs established under Section 401(a), 403(b), 457 or 408 of the Internal Revenue Code (“Code”), certain non-qualified deferred compensation arrangements, and to custodial accounts established under Code Sections 403(b)(7) or 408 (collectively “non-insurance customers”); and WHEREAS

INTERCOMPANY AGREEMENT
Intercompany Agreement • September 22nd, 2022 • Public Shrek Royalties LLC • Delaware

This intercompany agreement (this “Agreement”), dated as of _______, is entered into by and between Otis Wealth, Inc., a Delaware corporation (the “Manager”), and Public Shrek Royalties LLC, a Delaware limited liability company (the “Company”).

INTERCOMPANY AGREEMENT
Intercompany Agreement • April 17th, 2007 • Masimo Corp • Electromedical & electrotherapeutic apparatus • California

THIS INTERCOMPANY AGREEMENT (this “Agreement”) is made as of 12:01 a.m. this 1st day of January, 2006, by Masimo Corporation, a Delaware corporation (“Masimo”) and Masimo Canada ULC, a Nova Scotia unlimited liability company (“Subsidiary”).

SEVEN ARTS FILMED ENTERTAINMENT LIMITED
Intercompany Agreement • September 27th, 2010 • Seven Arts Pictures PLC • Services-motion picture & video tape production

You ("SAP") are hereby appointed as the independent agent of us ("SAFE") to enter into agreements and to conduct business on behalf of us in all aspects related to the motion picture business. All of your actions will be taken pursuant to the direction of the Board of Directors of us and you shall take no actions without our approval. All results and proceeds of any actions and services performed by you shall belong to us and are hereby assigned to us in full for no further consideration. The intention of this agreement is that SAP will be an independent agent under the terms of the tax treaty between the United States and the United Kingdom as in effect or as it may be amended from time to time, and therefore the office of SAP in the United States shall not be and is not intended to be a "permanent establishment" of us.

FORM OF MASTERWORKS INTERCOMPANY AGREEMENT
Intercompany Agreement • September 10th, 2021 • Masterworks 074, LLC • Retail-retail stores, nec • New York

This intercompany agreement (“Agreement”) is made effective as of [ ], 2021 (the “Effective Date”) by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 074, LLC, a Delaware limited liability company (the “Company”), provided that as the context requires, the term “Company” as used herein may refer to a wholly owned subsidiary of the Company or a segregated portfolio of Masterworks Cayman SPC that is wholly owned by the Company, and is intended to set forth certain representations, covenants and agreements between Masterworks and the Company with respect to the offering (the “Offering”) for sale by the Company of its Class A ordinary membership interests (referred to herein as the “Shares”) as described in the Company’s Offering Circular dated as of the date of its qualification by the SEC, as amended by any post-qualification amendment (the “Offering Circular”). Capitalized terms used herein and

AGREEMENT ---------
Intercompany Agreement • April 27th, 2000 • Leadersonline Inc • Services-business services, nec
AMENDMENT NO. 4 TO THE INTERCOMPANY AGREEMENT
Intercompany Agreement • April 14th, 2017 • Select Life Variable Account

This Amendment No. 4, effective as of March 01, 2016, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between ING Investment Management LLC (“IIM”), (now known as “Voya Investment Management LLC” or “VIM”) and ReliaStar Life Insurance Company (“RLIC”).

INTERCOMPANY AGREEMENT by and between PRIMERICA, INC. (formerly named PUCK HOLDING COMPANY, INC.) and CITIGROUP INC. Dated as of April 7, 2010
Intercompany Agreement • May 17th, 2010 • Primerica, Inc. • Life insurance • New York

INTERCOMPANY AGREEMENT, dated as of April 7, 2010, by and between PRIMERICA, INC. (formerly named Puck Holding Company, Inc.), a Delaware corporation (“Primerica”), and CITIGROUP INC., a Delaware corporation (“Citigroup”).

Amendment No. 3 TO THE INTERCOMPANY AGREEMENT
Intercompany Agreement • April 14th, 2015 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Amendment No. 3, effective as of April 1, 2014, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between Directed Services LLC (“DSL”) and Voya Retirement Insurance and Annuity Company (“VRIAC”).

Amendment No. 4 TO THE INTERCOMPANY AGREEMENT
Intercompany Agreement • April 22nd, 2016 • Separate Account N of Reliastar Life

This Amendment No. 4, effective as of May 01, 2015, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between Directed Services LLC (“DSL”) and ReliaStar Life Insurance Company (“RLIC”).

Amendment No. 2 TO THE INTERCOMPANY AGREEMENT
Intercompany Agreement • December 11th, 2014 • Separate Account N of Reliastar Life

This Amendment No. 2, made and entered into as of December 1, 2013 and effective, unless otherwise noted, as of December 23, 2010, amends the Intercompany Agreement, dated as of December 22, 2010 (the “Agreement”), by and among Directed Services LLC (“DSL”) and Reliastar Life Insurance Company (“RLIC”).

SEVEN ARTS PICTURES INC. 10202 W. Washington Blvd. David Lean Bldg. #430 Culver City, CA 90232 September 2, 2004
Intercompany Agreement • April 21st, 2009 • Seven Arts Pictures PLC • Services-motion picture & video tape production

Please make reference to the attached Intercompany Agreement among your predecessors in interest (the "UK Companies") and us ("SAP"). You ("SAFE") as successor in interest agree to be bound by the terms of the Intercompany Agreement in the same manner as the UK Companies and on the same terms. Pursuant to the Share Exchange Agreement between SAP and your parent company Seven Arts Pictures PLC ("PLC"), and this Agreement, SAP has agreed that the gross sums realized by SAP of concurrent date under the Intercompany Agreement and this, Amendment less any costs incurred by SAP and taxes due by SAP to any taxing authorities shall be payable to PLC as additional capital contributions by SAP.

SEVEN ARTS PICTURES PLC
Intercompany Agreement • April 21st, 2009 • Seven Arts Pictures PLC • Services-motion picture & video tape production

You ("SAP") are hereby appointed as the independent agent of us ("PLC") to enter into agreements and to conduct business on behalf of us in all aspects related to the motion picture business. All of your actions will be taken pursuant to the direction of the Board of Directors of us and you shall take no actions without our approval. All results and proceeds of any actions and services performed by you shall belong to us and are hereby assigned to us in full for no further consideration. The intention of this agreement is that SAP will be an independent agent under the terms of the tax treaty between the United States and the United Kingdom as in effect or as it may be amended from time to time, and therefore the office of SAP in the United States shall not be and is not intended to be a "permanent establishment" of us.

MASTERWORKS INTERCOMPANY AGREEMENT
Intercompany Agreement • November 29th, 2019 • Masterworks 005, LLC • New York

This intercompany agreement (“Agreement”) is made as of the date set forth below by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 005, LLC, a Delaware limited liability company (the “Company”), and is intended to set forth certain representations, covenants and agreements between Masterworks and the Company with respect to the offering (the “Offering”) for sale by the Company of its Class A ordinary membership interests (referred to herein as the “Shares”) as described in the Company’s Offering Circular dated as of the date of its qualification by the SEC, as amended by any post-qualification amendment (the “Offering Circular”). Capitalized terms used herein and not otherwise defined herein have the meaning ascribed to such terms in the Offering Circular. Masterworks and the Company may be referred to collectively herein as the “Parties”.

EX-10.29 34 dex1029.htm INTERCOMPANY AGREEMENT, DATED 01/01/2006, WITH MASIMO EUROPE LIMITED INTERCOMPANY AGREEMENT
Intercompany Agreement • May 5th, 2020 • California

THIS INTERCOMPANY AGREEMENT (this “Agreement”) is made as of this 1st day of January, 2006, by Masimo Corporation, a Delaware corporation (“Masimo”) and Masimo Europe Limited, a corporation under the laws of the United Kingdom (“Subsidiary”).

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Contract
Intercompany Agreement • April 2nd, 2018 • VOYA RETIREMENT INSURANCE & ANNUITY Co • Life insurance • Delaware

THIS AGREEMENT is executed as of the date below between Directed Services LLC (“DSL”), and ING Life Insurance and Annuity Company (“ILIAC”).

INTERCOMPANY AGREEMENT by and between LIBERTY MUTUAL AGENCY CORPORATION and LIBERTY MUTUAL GROUP INC. Dated as of [•], 2010
Intercompany Agreement • September 13th, 2010 • Liberty Mutual Agency Corp • Fire, marine & casualty insurance • Massachusetts

INTERCOMPANY AGREEMENT (this “Agreement”), dated as of [•], 2010 (the “Effective Date”), by and between LIBERTY MUTUAL AGENCY CORPORATION, a Delaware corporation (“Agency Markets”), and LIBERTY MUTUAL GROUP INC., a Massachusetts corporation (“Liberty Mutual”).

Amendment No. 4 TO THE INTERCOMPANY AGREEMENT
Intercompany Agreement • September 28th, 2017 • VOYA RETIREMENT INSURANCE & ANNUITY Co • Life insurance

This Amendment No. 4, effective as of March 01, 2016, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between ING Investment Management LLC (“IIM”), (now known as “Voya Investment Management LLC” or “VIM”) and ING Life Insurance and Annuity Company (“ILIAC”) (now known as “Voya Retirement Insurance and Annuity Company” or “VRIAC”).

AMENDMENT NO. 3 TO THE INTERCOMPANY AGREEMENT
Intercompany Agreement • April 22nd, 2016 • Separate Account N of Reliastar Life

This Amendment No. 3, effective as of May 01, 2015, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between Voya Investment Management LLC (“VIM”) and ReliaStar Life Insurance Company (“RLIC”).

Amendment No. 3 TO THE INTERCOMPANY AGREEMENT
Intercompany Agreement • April 24th, 2015 • SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY Co

This Amendment No. 3, effective as of April 01, 2015, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between Directed Services LLC (“DSL”) and Voya Insurance and Annuity Company (“VIAC”).

BY AND AMONG
Intercompany Agreement • December 12th, 1996 • Amerus Life Holdings Inc • Life insurance • Iowa
Contract
Intercompany Agreement • April 16th, 2018 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

Exhibit 24(b)(3.9) TERMINATION AMENDMENT Effective April 30, 2017 To Intercompany Agreement, dated January 1, 2010, (“Agreement”) between ING Life Insurance and Annuity Company (nka Voya Retirement Insurance and Annuity Company) And Directed Services LLC Whereas, Voya Retirement Insurance and Annuity Company (“VRIAC”) and Directed Services LLC (“DSL”) entered into an Intercompany Agreement, effective as of January 1, 2010 (the Intercompany Agreement, as amended, is hereinafter referred to as the “Agreement”); Whereas, the parties wish to terminate the Agreement effective as of the close of business on April 30, 2017 (the “Effective Date”) Now, therefore, the parties mutually agree as follows: In accordance with Section 8 of the Agreement, VRIAC and DSL mutually acknowledge and agree that the Agreement (other than the payment provisions and calculation obligations of Section 1 with respect to all periods up to and including the Effective Date) shall terminate and be of no further force

Amendment No. 5 TO THE INTERCOMPANY AGREEMENT
Intercompany Agreement • April 2nd, 2018 • VOYA RETIREMENT INSURANCE & ANNUITY Co • Life insurance

This Amendment No. 5, effective as of March 01, 2016, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between Directed Services LLC (“DSL”) and ING Life Insurance and Annuity Company (“ILIAC”) (now known as “Voya Retirement Insurance and Annuity Company” or “VRIAC”).

AMENDMENT NO. 5 TO THE INTERCOMPANY AGREEMENT
Intercompany Agreement • April 13th, 2018 • Select Life Variable Account

This Amendment No. 5, entered into on June 29, 2017 and effective as of May 1, 2017, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between Voya Investment Management LLC (“VIM”) and ReliaStar Life Insurance Company (“RLIC”).

AMENDMENT NO. 6 TO THE INTERCOMPANY AGREEMENT
Intercompany Agreement • December 20th, 2017 • VOYA RETIREMENT INSURANCE & ANNUITY Co • Life insurance

This Amendment No. 6, entered into on June 29, 2017 and effective as of July 1, 2017, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between Voya Investment Management LLC (“VIM”) and Voya Retirement Insurance and Annuity Company (“VRIAC”).

AMENDMENT NO. 2 TO THE INTERCOMPANY AGREEMENT
Intercompany Agreement • December 12th, 2014 • Security Life Separate Account L1

This Amendment No. 2, effective as of September 30, 2014, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between ING Investment Management LLC (“IIM”) (now known as “Voya Investment Management LLC” or “VIM”) and Security Life of Denver Insurance Company (“SLD”).

AMENDMENT NO. 9 TO THE INTERCOMPANY AGREEMENT
Intercompany Agreement • March 8th, 2024 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Amendment No. 9, entered into on February 28, 2020 and effective as of January 1, 2020, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between Voya Investment Management LLC (“VIM”) and Voya Retirement Insurance and Annuity Company (“VRIAC”).

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