TRANSACTIONS WITH SELLERS Sample Clauses
The "Transactions with Sellers" clause defines the rules and procedures governing interactions and agreements between the buyer and the seller within a contract. It typically outlines the conditions under which transactions may occur, such as required approvals, disclosures, or restrictions on dealings with related parties. For example, it may specify that any transaction between the seller and its affiliates must be conducted at arm's length and on fair market terms. The core function of this clause is to ensure transparency and fairness in dealings, preventing conflicts of interest and protecting the interests of all parties involved.
TRANSACTIONS WITH SELLERS. 12.1 There is no outstanding indebtedness or other liability (actual or contingent) and no outstanding contract, commitment or arrangement between the Company and any of the following, and any of the following:
(a) any of the Sellers or any person Connected with any of the Sellers; or
(b) any director of a member of the Company or any person connected with such a member or director.
12.2 None of the Sellers, nor any person Connected with any of the Sellers, is entitled to a claim of any nature against the Company or has assigned to any person the benefit of a claim against the Company to which the Sellers or a person Connected with the Sellers would otherwise be entitled.
TRANSACTIONS WITH SELLERS. 11.1 There is no outstanding indebtedness or other liability and no outstanding contract, commitment or arrangement between the Company or between any of the Subsidiaries on one hand and any of the Sellers or any member of the Retained Group on the other hand.
11.2 None of the Sellers, nor any member of the Retained Group, is entitled to a claim of any nature against the Company or any of the Subsidiaries or has assigned to any person the benefit of a claim against the Company or any of those Subsidiaries to which the Sellers or a person Connected with the Sellers would otherwise be entitled.
TRANSACTIONS WITH SELLERS. Except as set forth on Section 5.09 of the Disclosure Schedules, there is no outstanding indebtedness or other liability (actual or contingent) and no outstanding contract, commitment or arrangement between any member of Mission UK Group and any of the following: (i) any of the Sellers or any person Connected with any of the Sellers; or (ii) any director of any member of Mission UK Group or any person Connected with such a member or director. None of the Sellers, nor any person Connected with any of the Sellers, is entitled to a claim of any nature against any member of Mission UK Group, or has assigned to any person the benefit of a claim against any member of Mission UK Group to which the Seller or a person Connected with such Seller would otherwise be entitled. - 43 - Section 5.10
TRANSACTIONS WITH SELLERS. 14.1 There are no outstanding indebtedness or other liabilities (actual or contingent) and, save for employment or consultancy contracts, no outstanding contract, commitment or arrangement between the Company and any of the following:
14.1.1 any of the Sellers or Optionholders or any person Connected with any of the Sellers or Optionholders; or
14.1.2 any Director of the Company or any person Connected with such a Director.
14.2 None of the Sellers, Optionholders nor any person Connected with any of the Sellers or Optionholders, is entitled to a claim of any nature (save for salary or fees in the ordinary course) against the Company or has assigned to any person the benefit of a claim against the Company to which the Sellers or a person Connected with the Sellers would otherwise be entitled.
14.3 The Company has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness other than as reflected in the Accounts or Management Accounts, or for periods subsequent to the Accounts Date, amounts individually or in the aggregate in excess of GBP10,000, in the books and records of the Company.
14.4 The Company has not accelerated any accounts receivable, granted any early payment discount or taken any other action the primary goal of which is to increase the Company’s cash amounts or decrease or defer any outstanding debt.
TRANSACTIONS WITH SELLERS. After the Closing, neither the Company nor any of its Subsidiaries will have any liability or obligation outside the Ordinary Course of Business to or for the benefit of the Sellers or any of their Affiliates other than in connection with their status as directors, officers and employees of MMC and its Subsidiaries. There are no material MMC assets (including Intellectual Property) that Sellers or any of their Affiliates (other than the Company or one of its Subsidiaries) own or license or otherwise have the right to use which are used in or necessary to the conduct of the MMC Business.
TRANSACTIONS WITH SELLERS. 14.1 There is no outstanding indebtedness or other liability (actual or contingent) and no outstanding contract, commitment or arrangement between the Company and any of the following:
TRANSACTIONS WITH SELLERS. Except as set forth in the Disclosure Schedule, no Seller or any Affiliate of a Seller, is (i) a party to any transaction with the Company (including, but not limited to, any Contract providing for the employment of, furnishing of goods or services by, rental of real or personal property from, borrowing money from or lending money to, or otherwise requiring payments to, any such Person, but excluding payments for normal salary and bonuses and reimbursement of expenses), or (ii) the direct or indirect owner of an interest in any Person which is a present or potential competitor, supplier or customer of the Company, nor does any such Person receive income from any source other than the Company which relates to the business of, or should properly accrue to, the Company.
TRANSACTIONS WITH SELLERS. SCHEDULE 5(k) lists all contracts and agreements between the Company or any Subsidiary, on one hand, and any Seller or its affiliates on the other.
TRANSACTIONS WITH SELLERS. Except as set forth on Schedule 4.21 and other than with respect to any Excluded Asset and Liability, no Acquired Company is a party to any Contract with (a) any Seller, (b) any Affiliate of any Seller or (c) any employee, officer or director of any Acquired Company or any Seller. From and after the Closing, none of the Sellers or any of their Affiliates (other than the Acquired Companies) or any employee, officer or director of any Acquired Company, or any member of such Person’s immediate family, owns any material property or right, tangible or intangible, that is used by the Acquired Companies (other than any material property or right granted to Purchaser under the Transaction Documents (other than this Agreement)).
TRANSACTIONS WITH SELLERS. (a) There are no outstanding debts or other legal obligations or rights between the Company and any Seller or any Affiliate of a Seller other than in the Ordinary Course of Business pursuant to applicable employment and service agreements entered into between the Company and an Employee Seller upon arms’ length basis.
(b) The Company has not entered into any transaction, contract or other arrangement with any Seller or any Affiliate of a Seller other than in the Ordinary Course of Business upon arms’ length basis. True and complete copies of any agreements and information of any transactions or arrangements between the Company and any Seller or any Affiliate of a Seller have been included in the Disclosure Materials.