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.
Sample 1Sample 2
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, ...
Sample 1
Intercompany Arrangement has the meaning set forth in Section 3.12(a)(iv).
Sample 1

Examples of Intercompany Arrangement in a sentence

  • No such terminated Intercompany Arrangement (including any provisions thereof that purport to survive termination) shall be of any further force or effect after the Effective Time, and all amounts under such Intercompany Arrangements that are unbilled and have not been charged to the related Contract, arrangement, commitment or undertaking as of the Effective Time shall be settled upon the Effective Time and the parties shall be released from all future Liabilities thereunder.

  • 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 Company) shall be released from all Liabilities thereunder.

  • No such terminated Intercompany Arrangement (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time.

  • Prior to the making of any Inter-company Arrangement involving the Corporation, the nature of the contract, the parties thereto and any Person receiving any commission or consideration in respect of the proposed contract shall be fully disclosed to DHI and SGF Sante and each Party shall disclose to DHI and SGF Sante any material interest in the proposed contract or the identity of any Related Party or any Third Party who would receive any commission or consideration in respect thereof.

  • 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.

  • Any Indebtedness or any other obligations of any Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) to make payments to any Credit Party or any Subsidiary of a Credit Party under any Intercompany Arrangement shall be subordinated in right of payment to the Guaranteed Obligations as provided in the Intercompany Subordination Agreement.

  • 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.

  • 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.

  • 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 - 49 - avoidance of doubt, after the Closing, the Company) shall be released from all Liabilities thereunder.

  • Notwithstanding section 3.2 and notwithstanding the fact that Inter-company Arrangements may contain provisions for the resolution of disputes by arbitration, prior to submitting any dispute to arbitration, any dispute regarding an Inter-company Arrangement shall first be referred to an inter-company review committee.


More Definitions of Intercompany Arrangement

Intercompany Arrangement shall have the meaning set forth in Section 4.5.
Sample 1
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.
Sample 1
Intercompany Arrangement shall have the meaning specified in Section 10.05(c)(ii).
Sample 1
Intercompany Arrangement is defined in Section 4.20 hereof.
Sample 1

Related to Intercompany Arrangement

  • Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and 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 Seller or any of its Affiliates (other than the Company or its Subsidiaries) to the Bank, the Company or its other 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.

  • Intercompany Advance Agreement The Intercompany Advance Agreement, dated as of September 11, 2009, between Ally Bank and Ally Auto, as amended, supplemented or modified from time to time.

  • 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 sublicense agreement, distribution agreement, services agreement, intellectual property rights transfer agreement, any related agreements or similar agreements, in each case where all parties to such agreement are one or more of the Company or a Restricted Subsidiary.

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

  • Tax Sharing Agreements means all existing agreements or arrangements (whether or not written) binding the Company or any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.

  • 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 and (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 made pursuant to this clause (c), the parties thereto are party to the Intercompany Subordination Agreement.