Inter-Company Arrangements Sample Clauses

Inter-Company Arrangements. Prior to the Closing, the Seller shall cause any contract or arrangement that is disclosed (or should have been disclosed) in Section 3.14(a)(viii) of the Disclosure Schedule, other than the Inter-company Payables and those contracts or arrangements set forth in Section 5.11 of the Disclosure Schedule, to be terminated.
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Inter-Company Arrangements. The Sellers shall procure that, with effect from Completion, all arrangements (including intra-group banking, cash pooling and set-off arrangements) between any member of the ABB Group, on the one hand, and any Acquired Company, on the other hand, are terminated (without cost or liability on the part of the Acquired Group) except for: (a) the Transitional Services Agreement; (b) lease arrangements relating to Leased Real Property; (c) arrangements relating to intra-group trading in the ordinary course of the Business (it being understood and agreed that all accounts receivable and accounts payable which are outstanding as at Completion will be settled or paid in accordance with their respective terms of payment); or (d) indemnities, guarantees or other similar commitments given by any Acquired Company in relation to any Parent Guarantee or Third-Party Guarantee (including the US Company Guarantee and the NL Company Guarantee).
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Inter-Company Arrangements. The Shareholders and the Company, the Subsidiary or the LLC Subsidiary, as applicable, shall have terminated the Inter-Company Arrangements in accordance with Section 5.13 and delivered to the Parent and the Parent Sub evidence thereof which is reasonably acceptable to Parent;
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Inter-Company Arrangements. (a) The Inter-Company Payables outstanding as of the Closing shall remain outstanding from and after the Closing Date and shall be paid by the Company in accordance with their terms. (b) At or prior to the Closing, Parent shall cause all contracts and agreements, other than the Alliance Agreement and the Transition Services Agreement, between or among the Company or any Subsidiary, on the one hand, and Parent or any Non-Company Affiliate, on the other hand, to be terminated or otherwise amended to exclude the Company or relevant Subsidiary as a party thereto and without further obligation or liability, other than the Inter-Company Payables, on the part of the Company or such Subsidiary.
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Inter-Company Arrangements. The Sellers and the Company, as applicable, shall have terminated the Inter-Company Arrangements in accordance with Section 5.13 and delivered to the Purchaser evidence thereof which is reasonably acceptable to Purchaser; and
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Inter-Company Arrangements. 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. The consent of the Shareholder with an interest in any such Related Party shall not be required in respect of any resolution relating thereto, and no representative of any such interested Shareholder on a Board shall be entitled to vote in respect of any resolution relating thereto. Subject to section 3.4, the determination of the rights to be asserted and course of action to be taken by the Corporation, if any, with respect to an Inter-company Arrangement, shall be made without the participation, approval or consent of any Shareholder having a direct or indirect interest in such Related Party, and the Directors and other Shareholder in making any determination with respect thereto shall act strictly in the best interests of the Corporation.
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Inter-Company Arrangements. 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. The consent of the Shareholder with an interest in any such Related Party shall not be required in respect of any resolution relating thereto, and no representative of any such interested Shareholder on a Board shall be entitled to vote in respect of any resolution relating thereto. Subject to
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Inter-Company Arrangements. Except as set forth in Appendix 8, there are no agreements, guarantees, indemnity arrangements or other rights or obligations between the Company on the one hand and the Seller, Metso Corporation or any of subsidiaries on the other hand. As of Closing, all amounts owed by Seller, Metso Corporation or any of its subsidiaries to the Company shall have been paid.
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Inter-Company Arrangements. All inter-company and intra-company accounts or contracts between the Company, on the one hand, and the Seller, on the other hand, shall be cancelled without any consideration or further liability to any party, immediately prior to the Closing. All such accounts and contracts are disclosed in Section 4.4 of the Disclosure Schedule. Public Announcements. The Seller and the Buyer shall consult with each other before the issuance of any press release or the making of any other public statement with respect to this Agreement or any of the transactions contemplated herein. None of the Buyer, the Seller or the Company or their respective Affiliates shall issue any such press release or make any such public statement prior to such consultation or as to which the Buyer or the Seller reasonably object; provided, however, that either the Buyer or the Seller shall be entitled to make a public announcement relating to the transactions contemplated herein if, in the opinion of its legal counsel, such announcement is required to be made by Applicable Law or applicable stock exchange rules and regulations on a timetable that does not permit such consultation. Release of Guarantees. Between the date hereof and the Closing, the parties shall use their commercially reasonable efforts to obtain the release of the Seller or its Affiliates that are a party to each of the guarantees, performance bonds, bid bonds and other similar agreements listed on Section 4.6 of the Disclosure Schedule (the "Guarantees"). In the event any of the Guarantees are not released at the Closing, the Buyer will provide the Seller with a guarantee that indemnifies and holds the Seller and its Affiliates that are a party to each such Guarantee harmless for any and all payments required to be made under, or costs incurred in connection with, such Guarantees by the Seller or its Affiliates that are a party to the Guarantees relating to periods after the Effective Time of Closing until such Guarantee is released.
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Related to Inter-Company Arrangements

  • Intercompany Arrangements Seller will cause any contract or arrangement that is disclosed (or should have been disclosed) in Section 4.17(a)(viii) of the Disclosure Schedule and to the extent related to the Business, to be terminated, effective no later than as of the Closing, other any arrangement entered into pursuant hereto or in connection with the Contemplated Transactions.

  • Equity Arrangements On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and any equity incentive agreements entered into between the Company and the Executive pursuant to such plans or otherwise, cause any unexercisable installments of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement on the Executive’s last date of employment with the Company that have not expired to become exercisable, or in the case of any then effective restrictions on the vesting of any equity of the Company or any subsidiary or affiliate of the Company held by the Executive pursuant to any such equity incentive agreement, to cause such restrictions to lapse, as the case may be, on the Change of Control; and

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Flexibility Arrangements 10.1 The Employer and an Employee may agree to make an individual flexibility arrangement to vary a term of the Agreement if the arrangement: (a) only varies the effect of (i) clause 47 Parental Leave (ii) clause 44 Compassionate Leave (iii) clause 46 Jury Service (b) meets the genuine needs of the Employer and Employee in relation to the matter mentioned in clause 10.1 (a) above: (i) is genuinely agreed to by the Employer and Employee; and (ii) is not inconsistent with section 55 of the Fair Work Act. 10.2 The Employer must ensure that the terms of the individual flexibility arrangement: (a) are about permitted matters under section 172 of the Fair Work Act; (b) are not unlawful terms under section 194 of the Fair Work Act; and (c) result in the Employee being better off overall than the Employee would be if no arrangement was made. 10.3 The Employer must ensure that the terms of the individual flexibility arrangement: (a) is in writing; (b) includes the name of the Employer and the Employee; (c) is signed by the Employer and the Employee (if the Employee is under the age of 18, signed by a parent or guardian of the Employee; (d) includes details of: (i) the terms of this Agreement that will be varied by the arrangement; (ii) how the arrangement will vary the effect of the terms; (iii) how the Employee will be better off overall in relation to the terms and conditions of his or her employment as a result of the arrangement; and (iv) states the day on which the arrangement commences. 10.4 The Employer must give the Employee a copy of the individual flexibility arrangement within fourteen (14) days. 10.5 Upon request by the relevant Employee/s, the Employer must provide copies of all flexibility arrangements made under this clause to the Union/Union Delegate/Employee Representative. 10.6 The Employer or Employee may terminate the individual flexibility arrangement by giving not more than twenty-eight (28) days’ written notice to the other Party to the arrangement; or if the Employer and Employee agree in writing at any time.

  • Individual Flexibility Arrangements 38.1 Where the Employer wants to enter into a individual flexibility arrangement (IFA) it must provide a written proposal to the Employee. Where the Employee’s understanding of written English is limited, the Employer must take measures, including translation into an appropriate language, to ensure the Employee understands the proposal. 38.2 The Employer and an Employee covered by this Agreement may agree to make an IFA to vary the effect of terms of the Agreement if: (a) it deals with one or more of the following matters: (i) Time between which ordinary hours are worked; (ii) Salary sacrifice Agreements; (iii) Reduction in ordinary hours; (iv) Increase in annual leave accrual each year; (v) Increase in rate of accrual of Rostered days off; (vi) Increase in wages; (vii) Increase in training leave (Union or otherwise); (b) The IFA meets the genuine needs of the Employer and the Employee covered by this Agreement in relation to one or more of the matters mentioned in paragraph (a) above; and (c) The IFA is genuinely agreed to by the Employer and the Employee. 38.3 The Employer must ensure that the terms of the IFA: (a) are about permitted matters under section 172 of the FW Act; and (b) are not unlawful terms under section 194 of the FW Act; and (c) result in the Employee being better off overall than the Employee would be if no IFA was made. 38.4 The Employer must also ensure that any such IFA is: (a) in writing (including details of the terms that will be varied, how the IFA will vary the effect of the Enterprise Agreement terms, how the Employee will be better off overall in relation to the terms and conditions of his or her employment as a result of the IFA, and the day on which the IFA commences); (b) includes the name of the Employer and Employee; (c) signed by the Employer and the Employee, and if the Employee is under 18, by a parent or guardian of the Employee; and (d) provided to the Employee within 14 days after it is agreed to. 38.5 The Employer or Employee may terminate the IFA by either the Employer or Employee giving written notice of not more than 28 days, or at any time by both parties agreeing in writing. 38.6 Where any of the requirements of ss 202 and 203 of the FW Act are not met, the IFA is of no effect.