Intracompany Arrangements Sample Clauses
The Intracompany Arrangements clause defines how transactions, agreements, or transfers of goods, services, or intellectual property between entities within the same corporate group are to be handled. It typically outlines the procedures for setting terms, pricing, and compliance with applicable laws such as transfer pricing regulations. By establishing clear rules for internal dealings, this clause helps prevent disputes, ensures regulatory compliance, and maintains transparency in financial and operational relationships among affiliated companies.
Intracompany Arrangements. Notwithstanding any other provision of this Agreement to the contrary (other than pursuant to any Ancillary Agreement or Shared Contract), as of the Closing, all services, commitments, agreements or other arrangements that existed prior to the Closing between the Seller and Parent or any other Affiliate of Parent with respect to the Business shall cease or be terminated. Any such cessation or termination shall be without penalty to, and shall not require any action by, the Purchaser or any of its Affiliates.
Intracompany Arrangements. Except for employment-related arrangements and the payment of compensation and benefits in the ordinary course of business, no current officer, manager, director or Affiliate of either Seller is a party to any Contract, or business relationship with, or has any material interest in any property used by, the Spending Account Business or SamCo.
Intracompany Arrangements. Except as set forth on Schedule 5.07, all intracompany (payables and receivables) accounts and other Contracts between the Company, on the one hand, and Indigo or any of its Subsidiaries, on the other hand, that remain in existence immediately prior to the Closing, shall be cancelled without any consideration or further liability to any party and without the need for any further documentation, immediately prior to the Closing. Without limiting the generality of the foregoing, Indigo and the Company shall be permitted to engage in dividends, sweeps and other transfers in order to ensure that the Company shall have no cash or cash equivalents at the Closing.
Intracompany Arrangements. Except for employment-related arrangements and the payment of compensation and benefits in the ordinary course of business, no current officer, manager, director or Affiliate of Seller is a party to any Contract, or business relationship with, or has any material interest in any property used by, Seller’s VEBA Business.
Intracompany Arrangements. Except for those arrangements set forth on Section 6.08 of the Seller Disclosure Schedules, as of the Closing, all services, commitments or other arrangements provided by Seller or its Affiliates that existed pre-Closing for the benefit of the Business shall cease.
Intracompany Arrangements. All intracompany (payables and receivables) accounts between the Business, on the one hand, and Seller, on the other hand, shall be cancelled without any consideration or further liability to any party and without the need for any further documentation, immediately prior to the Closing.
Intracompany Arrangements. (a) Seller shall cause each Intracompany Payable that is between a Transferred Subsidiary, on the one hand, and an entity that is not a Transferred Subsidiary, on the other hand, and each Intracompany Receivable that is between a Transferred Subsidiary, on the one hand, and an entity that is not a Transferred Subsidiary, on the other hand, to be, at Seller’s discretion, settled or cancelled, effective no later than immediately prior to the Closing; (b) each Intracompany Receivable and Intracompany Payable that is between two entities that are Transferred Subsidiaries may remain outstanding as of the Closing and such items shall not constitute an Excluded Asset or an Excluded Liability; (c) each Intracompany Receivable and Intracompany Payable that is between two entities that are not Transferred Subsidiaries may remain outstanding as of the Closing but such items shall constitute an Excluded Asset or an Excluded Liability, as the case may be; and (d) except as set forth on Schedule 2.9(d), Intracompany Agreements shall cease to be effective as of the Closing; notwithstanding the foregoing, the cessation of effectiveness of any Intracompany Agreement shall not affect any balance due under any such Intracompany Agreement which shall be covered by clause (a), (b) or (c) of this Section 2.9, as applicable.
Intracompany Arrangements. All intracompany (payables and receivables) accounts between the Seller or any of its Subsidiaries (other than the Education Entities), on the one hand, and any Education Entity on the other hand, that remain in existence immediately prior to the Closing, shall be cancelled without consideration or further liability to any party and without the need for any further documentation, immediately prior to the Closing.
Intracompany Arrangements. Notwithstanding any other provision herein, as of the Closing, all services, commitments or other arrangements provided by Seller or its Affiliates that existed pre-Closing for the benefit of the Business and all services, commitments or other arrangements provided by the Business for the benefit of the Seller or its Affiliates that existed pre-Closing for the benefit of the Seller or such Affiliates shall cease, other than the services, arrangements and commitments provided for in the Transition Services Agreement.
Intracompany Arrangements. 51 6.12 RETAINED NAMES.................................................................................51 6.13 ▇▇▇▇ SOUND TERMINAL............................................................................51