Arrangements with Affiliates Sample Clauses
The "Arrangements with Affiliates" clause governs the terms under which a party may enter into agreements or transactions with its own affiliates, such as subsidiaries, parent companies, or entities under common control. Typically, this clause requires that any dealings with affiliates be conducted on an arm's length basis, ensuring that the terms are fair and comparable to those that would be agreed upon with unrelated third parties. Its core function is to prevent conflicts of interest and protect the other party from unfavorable terms that could arise from preferential treatment within a corporate group.
Arrangements with Affiliates. All Arrangements with Affiliates constituting an obligation of any Owner Entity shall be terminated by Owners on or before the Closing Date at no costs or expense to Company, Operating Partnership or their respective Affiliates, or any Owner Entity.
Arrangements with Affiliates. (a) Except as set forth in Section 3.24(a) of the Disclosure Schedules, none of the Sellers nor the Company nor any of their respective Affiliates or Representatives, nor any of the Sellers’ or the Company’s respective stockholders, members, partners or other equity holders, has any direct or indirect interest (other than an equity interest of less than one percent (1%) of a publicly held company) in any competitor, supplier or client of the Company, or in any Person from whom or to whom the Company has leased any assets, or in any other Person with whom the Company has any business relationship.
(b) Section 3.24(b) of the Disclosure Schedules sets forth all Contracts and non-contractual arrangements between or involving the Company (on the one hand) and (i) any Seller, (ii) any Affiliate or Representative of any Seller (other than the Company), or (iii) any of the aforementioned Persons’ respective stockholders, members, partners, Immediate Family Members or other equity holders (such Persons, collectively, the “Affiliated Persons”) (on the other hand).
(c) Section 3.24(c) of the Disclosure Schedules sets forth the parties to and the date, nature and amount of each transaction involving the transfer of any cash, property or rights to or from the Company from, to or for the benefit of any Affiliated Person during the past three (3) years, and any existing commitments of the Company to engage in the future in any such transactions with any Affiliated Person.
(d) Except as set forth in Section 3.24(d) of the Disclosure Schedules, no Affiliated Person has provided or currently provides credit enhancements, guaranties, assets or rights to use assets as collateral or any other assistance to facilitate or support transactions or the business of the Company. Each Contract between the Company (on the one hand) and any Affiliated Person (on the other hand) is on commercially reasonable terms no more favorable to such Affiliated Person than what any third-party negotiating on an arm’s-length basis would expect.
Arrangements with Affiliates. Any outstanding receivable, payable and other intercompany transaction, arrangement or contract between Owners or any of their Affiliates, on the one hand, and any Owner Entity, on the other hand, will be satisfied or terminated prior to Closing ("Arrangements with Affiliates").
Arrangements with Affiliates. Except as set forth in Schedule 4.10, and except for the Ancillary Agreements and the services to be provided thereunder:
a. there are no Commitments between members of the Imaging Group, on one hand, and Seller or any of Seller's other Affiliates, on the other hand; and
b. all of the assets used by the Imaging Group in the conduct of the Business are:
(i) in the case of assets other than Foreign Assets, owned by Imaging (including, at Closing, the PCI Assets), and
(ii) in the case of Foreign Assets, will be transferred to Buyer at Closing.
Arrangements with Affiliates. Except for the activities contemplated and intended to be continued following the Closing through either the commercial supply agreement and corresponding quality agreement with respect to the in vitro fertilization media manufactured by the Company on behalf of Seller and/or its Affiliates (the “IVF Media Supply Agreement”) or the Transition Services Agreement, neither Seller, nor any direct or indirect equity holder, officer, director or manager of Seller, nor any Affiliate of the foregoing (other than the Company)
(a) has any interest in any property (real, personal, or mixed and whether tangible or intangible), used in or pertaining to the Business as currently conducted or contemplated to be conducted, (b) is a party to any Contract (except for arm’s-length employment and similar agreements, which are set forth in Section 5.10 of the Company Disclosure Schedule) with the Company, including with respect to compensation or remuneration to be paid to such direct or indirect equity holder, officer, director or manager of Seller or its Affiliate in connection with this Agreement or the transactions contemplated hereby, or (c) has any Claim against or owes any amount (whether as obligor, guarantor or otherwise) to, or is owed (whether as obligor, guarantor or otherwise) any amount by, the Company (collectively, “Affiliate Arrangements”).
Arrangements with Affiliates. Except as set forth in Section 5.10 of the Company Disclosure Schedule, none of Seller, any equity holder, manager, officer or director of Seller, nor any Affiliate of the foregoing (other than the Company and its Subsidiaries)
(a) is a party to any Contract (except for arm's-length employment and similar agreements) with the Company or its Subsidiaries, including with respect to compensation or remuneration to be paid to such direct or indirect equity holder, officer, director or manager of Seller or its Affiliate in connection with this Agreement or the transactions contemplated hereby, or (b) has any Claim against or owes any amount (whether as obligor, guarantor or otherwise) to, or is owed (whether as obligor, guarantor or otherwise) any amount by, the Company or its Subsidiaries (collectively, "Affiliate Arrangements"). 27 Section 5.11 Indebtedness to and from Officers and Managers of the Company. The Company does not owe any amounts for borrowed money (whether as obligor, guarantor or otherwise), directly or indirectly, to Seller or any of its Affiliates (other than the Company and its Subsidiaries) or to any Person who is an officer, director, equity holder or manager of the Company or any of its Affiliates (other than the Company and its Subsidiaries) other than for salaries or other employment-related compensation for services rendered or reimbursable business expenses made to Employees in the ordinary course of business and consistent with past practice. Section 5.12
Arrangements with Affiliates. 37.5.1 The Franchisee shall ensure that every contract or other arrangement or transaction to which it may be party with any Affiliate for the supply of goods, the provision of services (including the licensing of any IPR) or otherwise, is on arm's length terms.
37.5.2 For the avoidance of doubt, in the event that any such arrangement is a Key Contract and is not on arm's length terms, DLRL may require the Franchisee to procure a substitute Key Contract in accordance with paragraph 2 of Part 1 of Schedule 8 and to terminate (at the Franchisee's own cost) such arrangement and the Franchisee shall comply with any such requirement.
37.5.3 Within four Fee Periods of the end of each Fee Year, and to the extent that the Franchisee submits to DLRL the calculations pursuant to paragraph 2.1 of Part 4 of Schedule 14, at the same time as those calculations are submitted, the Franchisee shall provide DLRL with details of any new, amended or replacement contracts or other arrangements to which the Franchisee has become a party during that Fee Year with any of its Affiliates that, when aggregated with any other such contracts or arrangements to which the Franchisee is a party, have a value in excess of £100,000 (Indexed).
Arrangements with Affiliates. There are no existing contracts or ---------------------------- arrangements or proposed transactions between any of the Companies and any Affiliate of any of the Companies other than the Operative Documents, the Option for 1,000,000 shares of Common Stock of the Company granted to the Seller under and as contemplated by the Asset Purchase Agreement, the Employment Agreement dated as of the date hereof between the Company and ▇.▇. ▇▇▇▇▇▇ and the Employment Agreement of ▇▇▇▇▇▇▇▇▇▇▇▇ and the Company and ▇▇▇▇▇ and the Company dated as of the date hereof and the employment arrangements in effect as of the date hereof with ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ providing for the payment of annual compensation of $160,000 and $100,000, respectively. None of the Employees is subject to any restrictive covenant other than in favor of one of the Companies or any other similar agreement of which the Company or Suncom is aware which would prohibit such Employee from being employed by the Company.
Arrangements with Affiliates. MP recognizes that Split Rock may fulfill some or all of its obligations under this AGREEMENT through contracts and arrangements with other parties, and that such parties may be affiliated with a Member. To the extent Split Rock contracts with a Member or a Member's affiliate for the performance of one or more of Split Rock's obligations hereunder, the other Members must consent to any such arrangement.
Arrangements with Affiliates. None of Seller, the Shareholders, officer or director of Seller, nor any Affiliate of the foregoing (other than the Company)
(a) has any interest in any property (real, personal, or mixed and whether tangible or intangible), used in or pertaining to the Business as currently conducted or contemplated to be conducted, (b) is a party to any Contract (except for arm's-length employment and similar agreements, which are set forth in Section 5.21(a) of the Company Disclosure Schedule) with the Company, including with respect to compensation or remuneration to be paid to such direct or indirect equity holder, officer, director or manager of Seller or its Affiliate in connection with this Agreement or the transactions contemplated hereby, or (c) has any Claim against or owes any amount (whether as obligor, guarantor or otherwise) to, or is owed (whether as obligor, guarantor or otherwise) any amount by, the Company (collectively, "Affiliate Arrangements").