AFFILIATED COMPANY TRANSACTIONS Sample Clauses

AFFILIATED COMPANY TRANSACTIONS. (a) Any services including services in respect of the purchase and acquisition of materials outside Ghana provided by an affiliated company shall be obtained only at a price, which is fair and reasonable. The Company shall, at the request of the Minister, provide such justification of costs as may be required, duly supported by an Auditor’s certificate if necessary.
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AFFILIATED COMPANY TRANSACTIONS. Sales of goods and services to the Company by its Affiliates shall be at an arm’s-length fee negotiated between the Parties in substantial accordance with the substantive principles and guidelines set forth in the Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations published by the Organization for Economic Cooperation and Development or subsequent substantive guidelines having a similar purpose agreed to by the Parties. It is understood that in accordance with such guidelines, sales to Affiliates shall be made only at prices based on or equivalent to arm’s-length sales and in accordance with such terms and conditions at which such agreements would be made if the parties had not been Affiliates. Any discounts or commissions allowed to Affiliates must be no greater than the prevailing rate so that such discounts or commissions will not reduce the net proceeds to the Company below those which it would have received if the parties had not been Affiliates. No discounts or commissions shall be allowed in respect of any sale to an Affiliate for consumption by it. Upon request of the Government, the Company shall provide to the Government documentation of the prices, discounts and commissions, and a copy of all contracts and other relevant documentation related to sales to Affiliates.
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AFFILIATED COMPANY TRANSACTIONS. 9.1 Transactions including the purchases of goods and services and the provision of loans and the accrual of interest between Golden Ridge and an Affiliate or any other Person of whom Golden Ridge or an Affiliate of Golden Ridge is a controller shall unless otherwise provided by this Agreement or applicable Law be conducted on an arm’s length basis as would occur between unrelated parties and as required by Law. On request from the Government, Golden Ridge shall provide documentation of the prices, discounts and commissions and a copy of any contracts and other relevant documentation related to transactions with Affiliates.
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AFFILIATED COMPANY TRANSACTIONS. Comments indicated that this article must give greater consideration to compliance with existing regulations, including WTO regulations, and should allow for extenuating circumstances. Other comments noted that the article should be based on generally accepted international accounting principles instead of on generally accepted accounting principles in the host country. Comments also indicated that the article must ensure that transfer pricing yields balanced returns to both the company and the state.
Sample 1
AFFILIATED COMPANY TRANSACTIONS. (a) Any services including services in respect of the purchase and acquisition of materials outside Ghana provided by an affiliated company, which are normally required by the Company shall be obtained only at a price which is fair and reasonable. The Company shall, at the request of the "Secretary", provide such justification of costs as may be required, duly supported by an Auditor's certificate if necessary. (b) Any other transactions between the Company and an affiliated Company shall be on the basis of competitive international prices and such other terms and conditions as would be fair and reasonable had such transactions taken place between unrelated parties. (c) The Company shall notify the "Secretary" of any and all transactions between the Company and an affiliated Company and shall supply such details relating to such transactions as "The Secretary" may by notice reasonably require.
Sample 1
AFFILIATED COMPANY TRANSACTIONS. 9.1 Transactions including the purchases of goods and services and the provision of loans and the accrual of interest between NGGL and an Affiliate or any other Person of whom NGGL or an Affiliate of NGGL is a controller shall unless otherwise provided by this Agreement or applicable Law be conducted on an arm’s length basis as would occur between unrelated parties and as required by Law. On request from the Government, NGGL shall provide documentation of the prices, discounts and commissions and a copy of any contracts and other relevant documentation related to transactions with Affiliates.
Sample 1
AFFILIATED COMPANY TRANSACTIONS. Sales, leases, licenses and other transfers of goods and services between the Company and its Affiliates shall be at an arm’s-length fee basis negotiated between the Parties in substantial accordance with the substantive principles and guidelines set forth in the Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations published by the Organization for Economic Cooperation and Development or subsequent substantive guidelines having a similar purpose agreed to by the Parties. Any discounts or commissions allowed in transactions between the Company and its Affiliates shall be no greater than the prevailing rate so that such discounts or commissions will not reduce the net proceeds below those which it would have received if the parties had not been Affiliates. Upon request of the State, the Company shall provide to the State documentation of the prices, discounts and commissions, and a copy of all contracts and other relevant documentation related to transactions with Affiliates.
Sample 1
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AFFILIATED COMPANY TRANSACTIONS a. Any transaction between the Company and an affiliated company shall be on arm’s length basis, consistent with the Transfer Pricing Regulations, 2012 (L.I. 2188) and International best practice.
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Related to AFFILIATED COMPANY TRANSACTIONS

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • Affiliated Entities As used in this Agreement, "Company" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests), provided, however, that the Executive's title need not be identical for each of the affiliated entities nor the same as that for the Company.

  • Affiliated Company Affiliated Company" of any Person means any entity that controls, is controlled by, or is under common control with such Person. As used herein, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

  • Interested Party Transactions 19 2.18 Insurance....................................................... 19 2.19

  • Competing Transactions From the date of this Agreement until the earlier to occur of the Closing and the termination of this Agreement, the Company shall provide written notice to each Purchaser not less than 48 hours prior to the Company or any Subsidiary of the Company (i) entering into a definitive agreement providing for a Competing Transaction or (ii) filing a motion with the Bankruptcy Court seeking to obtain bid procedures or bid protections for or in connection with a Competing Transaction.

  • Material Transactions or Affiliations Except as disclosed herein and in the IACH Schedules, there exists no contract, agreement or arrangement between IACH and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer or director. IACH has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Restricted Transactions From the date hereof until the earlier of i) 120 days after the date of this Agreement or ii) the date that the Holder holds less than 10% of the Securities being sold to the Buyer in this offering remain outstanding, including Conversion Shares, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer, directly or indirectly, solicit, accept, enter into, announce, or otherwise cooperate in any way, assist or participate in or facilitate or encourage, any exchange (i) of any security of the Company or any of its subsidiaries for any other security of the Company or any of its subsidiaries, except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 0000 Xxx) or (ii) of any indebtedness or other securities of the Company or any of its subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any third party to effect any acquisition of securities of the Company by such third party from an existing holder of such securities in connection with a proposed exchange of such securities of the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise).

  • Certain Affiliate Transactions EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Revolving Loan Note B-2 Swing Line Note B-3 Term Loan Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Pledge and Security Agreement I Mortgage J Landlord Personal Property Collateral Access Agreement K Intercompany Note L Joinder Agreement M Incumbency Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of July 23, 2014, is entered into by and among TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX BANK USA (“Xxxxxxx Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), Xxxxxxx Xxxxx, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Xxxxxxx Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capacity, “Documentation Agent”).

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

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