Affiliate Matters Sample Clauses
The 'Affiliate Matters' clause defines how the rights and obligations under the agreement extend to or involve the affiliates of the contracting parties. Typically, this clause clarifies whether affiliates—such as parent companies, subsidiaries, or entities under common control—are included in the scope of the agreement, and may specify the extent to which they can benefit from or are bound by its terms. By addressing these relationships, the clause ensures clarity regarding the involvement of related entities, preventing disputes over who is covered by the agreement and facilitating smoother business operations among corporate groups.
Affiliate Matters. Except for Contracts set forth in Section 5.20 of the SpinCo Disclosure Schedule, and Contracts for employment, compensation or benefit agreements or arrangements with directors, officers and employees made in the ordinary course of business or pursuant to SpinCo Benefit Plans or Company Benefit Plans, SpinCo is not a party to any SpinCo Affiliate Contract.
Affiliate Matters. The Company is not party to any Contract with any (i) present or former officer or director of the Company or (ii) Affiliate of the Company. No Affiliate of the Company, directly or indirectly, (a) owns any property or right, tangible or intangible, which is used in the business of the Company or any of its Subsidiaries, (b) to the Knowledge of the Company, has any claim or cause of action against the Company or any of its Subsidiaries, or (c) other than employment-related arrangements and the payment of compensation and benefits in the ordinary course of business and travel advances and employee loans in the ordinary course of business, owes any money to, or is owed any money by, the Company or any of its Subsidiaries.
Affiliate Matters. Except (a) as set forth on Schedule 4.24, (b) the Company Benefit Plans, (c) Contracts relating to labor and employment matters set forth on Schedule 4.14(a), and (d) contracts between or among the Company and any of its Subsidiaries, neither the Company nor any of its Subsidiaries is party to any Contract with any (i) present or former officer or director of the Company or any of its Subsidiaries or (ii) Affiliate of the Company.
Affiliate Matters. Prior to the Closing, the Company shall terminate, or cause to be terminated, all Contracts set forth on Section 6.18 of the Company Disclosure Letter, in each case without any outstanding liabilities or obligations (financial or otherwise) to the Amalgamated Company following the Closing.
Affiliate Matters. No (a) beneficial owner of more than 5% of Utah Ordinary Shares, (b) director or executive officer of Utah or (c) “immediately family member” (as such term is defined in Rule 16a-1 under the Exchange Act) of any Person referred to in the foregoing clause (a) or (b), directly or indirectly, has a material interest in any material Contract or transaction to which Utah or any Utah Subsidiary is a party (in each case, except for (i) employment, compensation, severance or retention agreements or arrangements in the ordinary course of business, (ii) pursuant to a Utah Benefit Plan and (iii) commercial Contracts entered into on arm’s-length terms in the ordinary course of business) (each, a “Utah Affiliate Contract”).
Affiliate Matters. No (a) Pluto Entity, (b) director or executive officer of Pluto or Spinco or (c) “immediately family member” (as such term is defined in Rule 16a-1 under the Exchange Act) of any Person referred to in the foregoing clause (b), directly or indirectly, has a material interest in any material Contract or transaction to which Spinco or any Spinco Entity is a party (in each case, except for (i) the Transaction Documents, (ii) employment, compensation, severance or retention agreements or arrangements in the ordinary course of business, (iii) pursuant to a Spinco Benefit Plan and (iv) commercial Contracts entered into on arm’s length terms in the ordinary course of business) (each, a “Spinco Affiliate Contract”).
Affiliate Matters. Except for (a) Contracts relating to employment and labor matters set forth on Section 5.13 of the Vistana Disclosure Schedule and Section 5.23 of the Vistana Disclosure Schedule and (b) Contracts solely between or among the Vistana Entities, no Vistana Entity is party to any Vistana Affiliate Contract.
Affiliate Matters. Except as set forth in the ILG SEC Documents filed prior to the date hereof, there are no outstanding amounts payable to or receivable from, or advances by ILG or any ILG Subsidiary to, and neither ILG nor any ILG Subsidiary is otherwise a creditor or debtor to, or party to any Contract or transaction with, any holder of 5% or more of ILG Common Stock or any director, officer, employee, manager, member or Affiliate of ILG or of any such 5% holder or Affiliate or any ILG Subsidiary, or to any relative of any of the foregoing, except for employment or compensation agreements or arrangements with directors, officers and employees made in the ordinary course of business (each, an “ILG Affiliate Contract”).
Affiliate Matters. Except: (a) the Company Benefit Plans; (b) Contracts relating to labor and employment matters set forth on Schedule 4.13 of the Company Disclosure Letter; (c) for Contracts pertaining to securities of the Company listed in the Capitalization Ledger; and (d) Contracts between or among the Group Companies, none of the Group Companies is party to any Contract with any: (i) present or former officer, director, employee or Company Stockholder or a member of his or her immediate family of any of the Group Companies; or (ii) Affiliate of the Company (other than commercial contracts on arms-length terms). To the Knowledge of the Company, no present or former officer, director, employee, Company Stockholder or holder of derivative securities of the Company (each, an “Insider”) or any member of an Insider’s immediate family is, directly or indirectly, interested in any Contract with any of the Group Companies (other than such Contracts as relate to any such Person’s ownership of Company Common Stock, Company Preferred Stock or other securities of the Company or such Person’s employment or consulting arrangements with the Group Companies or commercial contracts on arms-length terms).
Affiliate Matters. Section 4.19 of the Seller Disclosure Schedule sets forth a list, which is correct and complete in all material respects as of the date hereof, of all Contracts between or among any Transferred Entity, on the one hand, and any member of the Seller Group or Related Party thereof, on the other hand. Except as set forth on Section 4.19 of the Seller Disclosure Schedule, to the Knowledge of Seller, no Related Party of the Seller Group (a) owns, or has in the last three (3) years owned, directly or indirectly, any Equity Interest in any material competitor, supplier, licensor, lessor, distributor, independent contractor or customer of the Transferred Entities (other than passive investments in Person’s whose securities are publicly traded), (b) serves, or has served in the last three (3) years, as an executive officer or director of any material competitor, supplier, licensor, lessor, distributor, independent contractor or customer of any Transferred Entity, (c) has, or has in the last three (3) years had, any material business dealings or a material financial interest in any transaction with any Transferred Entity, other than ordinary course employment arrangements (including, for the avoidance of doubt, intragroup purchase orders between Transferred Entities and Related Parties of the Seller Group) or (d) owns any interest in any material property or material asset, whether real, personal or mixed, tangible or intangible, used in or held for use in connection with or pertaining to the Business.