Intercompany Arrangement definition

Intercompany Arrangement means any contract, agreement or arrangement in respect of any intercompany transaction between the Company, on the one hand, and either Seller or any of its Affiliates, on the other hand, whether or not such transaction relates to any contribution to capital, loan, the provision of goods or services, tax sharing arrangements, payment arrangements, intercompany advances, charges or balances or the like and (b) “Surviving Intercompany Arrangement” means any Intercompany Arrangements listed in Exhibit D-2. For the avoidance of doubt, no such termination of an Intercompany Agreement pursuant to this Section 5.11 (including with respect to termination of the Amended and Restated Asset Management Agreement (Topaz) dated as of July 1, 2004, by and between Coleto Creek Power, LP and Sempra Texas Services, LP.) shall in any way modify, release or otherwise extinguish any rights or obligations explicitly surviving the termination of such Intercompany Agreement pursuant to the terms thereof.
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Intercompany Arrangement is defined in Section 4.20 hereof.
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Intercompany Arrangement means any account or arrangement between a Country Unit (including an Applicable Asset Selling Company or an Applicable Transferred Subsidiary), on the one hand, and Seller or any of its Subsidiaries (other than any Applicable Asset Selling Company or Applicable Transferred Subsidiary), on the other hand.
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Examples of Intercompany Arrangement in a sentence

  • The employment of other transportation equipment industry fell by 2.09%, and the employment loss of other machinery and equipment was 1.53%.

  • No such Intercompany Arrangement (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Closing and Purchaser and its Affiliates (including, for the avoidance of doubt, after the Closing, the Companies and their Subisidiaries) shall be released from all Liabilities thereunder.

  • The Debtors may only make a payment under any Intercompany Arrangement if such payment is made according to the costing methodology listed in the chart contained in Paragraph 13 of the Motion.

  • Throughout the Motion, the Debtors describe various costing methodologies that have generally been used for each type of the Intercompany Arrangement (the “Costing Methodologies”).

  • Prior to the Closing, unless otherwise instructed by the Purchaser, the Sellers shall cause any Intercompany Arrangement that is disclosed (or should have been disclosed) to be terminated.

  • For the avoidance of doubt, no Continuing Intercompany Arrangement listed on Part C of Schedule 3.19 shall be amended by the Master Amendment Agreement or otherwise have the terms of such Master Amendment Agreement included therein.


More Definitions of Intercompany Arrangement

Intercompany Arrangement shall have the meaning specified in Section 10.05(c)(ii).
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Intercompany Arrangement has the meaning set forth in Section 3.12(a)(iv).
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Intercompany Arrangement shall have the meaning set forth in Section 4.5.
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Intercompany Arrangement shall have the meaning set forth in Section 4.5. "Intercompany Note" shall have the meaning set forth in Section 2.3(b). "Intercompany Reorganization" shall mean the actions taken prior to the Distribution to separate the VRM Business and the Retained Business, including without limitation, the actions set forth in Article II. "IRBs" shall mean the 10.25% Refunding Revenue Bonds Series 1987A and the 10.625% Revenue Bonds Series 1987B, issued by the Industrial Development Corporation of Port Corpus Christi, with VRM as the borrower and the Company as guarantor. "Liabilities" shall mean with respect to any Person, any and all debts, liabilities, commitments and obligations, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever or however arising, including, without limitation, all costs and expenses relating thereto, and including, without limitation, those debts, liabilities and obligations arising under law, rule, regulation, permits, action or proceeding before any court or regulatory agency or administrative agency, order or consent decree or any award of any arbitrator of any kind, and those arising under contract, commitment or undertaking. "MTBE Project" shall mean the installation of a plant in Mexico to produce methyl tertiary butyl ether and transactions related thereto described on Schedule 1.1(b). "No-Action Letter" shall mean a letter from the staff of the SEC indicating, among other things, that the Division of Corporation Finance will not recommend enforcement action to the SEC if the VRM Common Stock is distributed pursuant to the Distribution without registration under the Securities Act. "Personal Property" shall mean, collectively, as of any given date, the personal property owned by Valero Management Company including without limitation computer hardware, communications equipment, auto, trucks, personal computers, lamps, chairs, desks, artwork, office furniture, books and office supplies. "Project Contracts" shall mean, as of any given date, and include any con- tract or agreement heretofore entered into for the provision of any money, guarantee, debt, service, labor, materials or improvements, or any other good, service, duty, obligation or thing of value pertaining or related to the MTBE Project, including, without limitation, any and all contracts, agreements, guarantees, letters, letters of intent, undertakings or understandings, written or unwritten, ...
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Related to Intercompany Arrangement

  • Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with the Agreement, executed and delivered by Borrower, each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.

  • netting arrangement means an arrangement under which a number of claims or obligations can be converted into a single net claim, including close-out netting arrangements under which, on the occurrence of an enforcement event (however or wherever defined) the obligations of the parties are accelerated so as to become immediately due or are terminated, and in either case are converted into or replaced by a single net claim, including ‘close-out netting provisions’ as defined in point (n)(i) of Article 2(1) of Directive 2002/47/EC and ‘netting’ as defined in point (k) of Article 2 of Directive 98/26/EC;

  • Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which includes the Company.

  • Intercompany Agreement means the agreement regarding the treatment of certain existing intercompany balances entered into on June 11, 2020 by and among ODBINV S.A. - Em Recuperação Judicial, Odebrecht S.A. - Em Recuperação Judicial and Odebrecht Engenharia e Construção S.A., as generally described and summarized in “The Restructuring – Treatment of Intercompany Claims” of the Consent Solicitation Statement.

  • Intercompany Agreements has the meaning set forth in Section 2.03(a).

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • admission arrangements means the arrangements for a particular school or schools which govern the procedures and the decision making for the purposes of admitting pupils to the school.

  • Continuing Arrangements means those arrangements set forth on Schedule 1.1(24) and such other commercial arrangements among the Parties that are intended to survive and continue following the Separation Time; provided, however, that for the avoidance of doubt, Continuing Arrangements shall not be Third Party Agreements.

  • Compensation Arrangement means any direct or indirect compensatory payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, including any agreement, arrangement or understanding with respect to any direct or indirect compensation, reimbursement or indemnification in connection with candidacy, nomination, service or action as a nominee or as a director of the Corporation;

  • Intercompany Payables means all account, note or loan payables and all advances (cash or otherwise) or any other Extensions of Credit that are payable by Parent or any of its Subsidiaries (other than the Bank or its Subsidiaries) to the Bank or its Subsidiaries.

  • Intercompany Loan Agreement has the meaning set forth in the Purchase and Sale Agreement.

  • Access Arrangement means an arrangement for access to a Covered Pipeline that has been approved by the Relevant Regulator.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Management Arrangements means 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 Specification, the Service Levels, the Award Procedures and the terms of this Framework Agreement, set out in Schedule 4.

  • Financing Arrangements means the arrangements between the Borrower and the State as per current policy of the Borrower, and acceptable to ADB;

  • Change of Control Agreement means the Change of Control letter agreement between the Company and the Executive of even date herewith.

  • Cash Management Arrangements means all cash management arrangements pursuant to which Honeywell or its Subsidiaries automatically or manually sweep cash from, or automatically or manually transfer cash to, accounts of SpinCo or any member of the SpinCo Group.

  • Intercompany License Agreement means any cost sharing agreement, commission or royalty agreement, license or sub-license agreement, distribution agreement, services agreement, Intellectual Property rights transfer agreement or any related agreements, in each case where all the parties to such agreement are one or more of the Borrower and any Restricted Subsidiary thereof.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Tax Sharing Agreements means all agreements binding a party or any of its subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit (excluding any indemnification agreement or arrangement pertaining to the sale or lease of assets or subsidiaries and any commercially reasonable indemnity, sharing or similar agreements or arrangements where the inclusion of a Tax indemnification or allocation provision is customary or incidental to an agreement the primary nature of which is not Tax sharing or indemnification).

  • Treasury Management Arrangement means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • Financial Agreement means an agreement that meets the

  • Independent living arrangement means placement of (i) a child at least 16 years of age who is in

  • Permitted Intercompany Investments means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party, (c) a Subsidiary that is not a Loan Party to or in a Loan Party, so long as, in the case of a loan or advance, the parties thereto are party to the Intercompany Subordination Agreement, and (d) a Loan Party to or in a Subsidiary that is not a Loan Party so long as (i) the aggregate amount of all such Investments made by the Loan Parties to or in Subsidiaries that are not Loan Parties does not exceed $1,000,000 at any time outstanding, (ii) no Default or Event of Default has occurred and is continuing either before or after giving effect to such Investment, and (iii) the Borrowers have Excess Availability plus Qualified Cash of not less than $10,000,000 after giving effect to such Investment.