Arm’s length basis Clause Samples
The "arm’s length basis" clause establishes that transactions or agreements between parties are conducted as if they were unrelated, ensuring that each party acts in its own self-interest and negotiates fair terms. In practice, this means that the terms, pricing, and conditions of the agreement should reflect what would be expected if the parties were independent third parties, rather than related entities or affiliates. This clause is commonly used to prevent conflicts of interest and to ensure that the arrangement is not influenced by any special relationship, thereby promoting fairness and compliance with regulatory or tax requirements.
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Arm’s length basis. (a) Except as permitted by paragraph (b) below, no Obligor shall (and Parent shall ensure no other member of the Group will) enter into any transaction with any Affiliate that is not an Obligor on terms that are less favorable to such Obligor than those that it could have been obtained in a comparable transaction with an unrelated person or, if there is no such comparable transaction, on terms that are not fair and reasonable to such Obligor.
(b) The following transactions shall not be a breach of this Section 6.09: (i) intra-Group loans permitted under Section 6.10, (ii) fees, costs and expenses payable in connection with the Transactions in the amounts set out in the relevant transaction documents as in effect on the Original Effective Date or otherwise or agreed to by the Administrative Agent, (iii) any employment agreement or other employee compensation plan or arrangement (including stock purchase and stock option plans) entered into (or amended, restated or supplemented from time to time) by Parent or any member of the Group in the ordinary course of business of Parent or such member of the Group (or otherwise approved by the board of directors of Parent); provided, that, in the case of (A) any such stock option or free share plans subject to this clause (iii) that are applicable only to executive officers or other members of senior management, such plans are approved by Parent’s board of directors pursuant to a recommendation by an appropriate committee of Parent’s board of directors, (B) any other plans subject to this clause (iii) that are applicable only to Parent’s chief executive officer and/or, Parent’s presidents, such plans are approved by Parent’s board of directors pursuant to a recommendation by an appropriate committee of Parent’s board of directors and (C) any other plans subject to this clause (iii) that are applicable to executive officers or other members of senior management (other than the chief executive officer and/or the presidents), such plans are approved by Parent’s chief executive officer, and (iv) loans or advances to officers, directors and employees of Parent or any member of the Group made in the ordinary course of business and consistent with past practices of Parent and the Group in an aggregate principal amount not to exceed $20,000,000 outstanding at any time.
Arm’s length basis. Borrower shall not enter into any transaction with any Person except on an arm's length basis in the ordinary course of business and on terms that are at market rates.
Arm’s length basis. (a) Except as permitted by paragraph (b) below, the Borrower shall not (and shall ensure that no other member of the Group will) enter into any transaction with any Affiliate other than a member of the Group unless:
(i) the terms of such transaction are no less favorable to the Borrower or such other member of the Group, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction in arm’s length dealings with a Person who is not such an Affiliate;
(ii) in the event such transaction involves an aggregate amount in excess of €20 million, the terms of such transaction have been approved by a majority of the members of the Board and by a majority of the members of the Board having no personal stake in such transaction, if any (and such majority or majorities, as the case may be, determines that such transaction satisfies the criteria in paragraph (i) above); and
(iii) in the event such transaction involves an aggregate amount in excess of €75 million, the Borrower has received a written opinion from an independent investment banking firm of internationally recognized standing that such transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s length basis from a Person that is not an Affiliate.
(b) The following transactions shall not be a breach of this Section 5.15:
(i) any cash dividends, redemption of capital or distributions made by a member of the Group to a member of the Group to the extent permitted under Section 5.22;
(ii) fees, costs and expenses payable under the Loan Documents in the amounts agreed by the Administrative Agent;
(iii) any Permitted Transaction; and
(iv) any transaction between or among (x) any member of the Group and (y) the Administrative Agent and any of its Affiliates, including, without limitation, the Term Loan Credit Agreement and the 2017 PIK Notes Indenture.
Arm’s length basis. No Obligor shall, and the Borrower shall procure that no Group member shall, enter into any material arrangement or contract with any other member of the Group save where such material arrangement or contract is entered into on an arm’s length basis considering the entire arrangement and is fair and equitable to the Group as a whole.
Arm’s length basis. (a) Except as permitted by paragraph (b) below, no member of the Nigeria Group (other than Holdco) shall enter into any transaction except on arm’s length terms.
(b) The following transactions shall not be a breach of this Clause 23.11:
(i) any transaction which constitutes a Permitted Payment;
(ii) any transaction in respect of any Transaction Costs;
(iii) any Permitted Loan made to an employee or director of any Nigeria Group member or under paragraph (g) of the definition of “Permitted Loan”; and
(iv) any transaction which is no less favourable to the relevant Nigeria Group member than a transaction on arm’s length terms; and
(v) any transaction entered into with the Company or any member of the Nigeria Group.
Arm’s length basis. The Obligors shall not enter into any transaction with any person except on arm’s length terms and for full market value.
Arm’s length basis. Any transactions or agreements entered into between (i) any Borrower or any Guarantor and (ii) any Guarantor or the Sponsor or the Managers or any of their respective Affiliates shall be on arm's length terms and for fair market value and shall be subject to full disclosure to the Agent.
Arm’s length basis. 22.15.1 Except as permitted under Clause 22.15.2 below, no Obligor shall enter into any transaction with any person except on arm’s length terms and for full market value.
22.15.2 Clause 22.15.1 above does not apply to:
(a) intra-Group loans permitted under Clause 22.16 (Loans or credit);
(b) fees, costs or expenses payable under any Finance Documents; or
(c) any other transaction approved in writing by the Lender.
Arm’s length basis. (a) No Obligor shall (and the Parent Guarantor shall ensure no member of the Group will) enter into any transaction with any Person except on arm’s length terms and for full market value.
(b) Section 9.15(a) does not apply to:
(i) intra-Group loans permitted under Section 9.16;
(ii) fees, costs and expenses payable under the Note Documents or under the Bank Documents in the amounts set out in the Bank Documents delivered to the Purchasers under Section 4 or agreed by the Required Holders;
(iii) any Permitted Transaction; or
(iv) the sale and/or licensing by Revere Graphics Worldwide of certain Intellectual Property for a nominal amount to a third party as approved by the U.S. Federal Trade Commission as set out in the Disclosure Documents.
Arm’s length basis. The Borrower will not enter into any arrangement or contract with any of its Affiliates or any other member of the Group save where such arrangement or contract is entered into on an arm’s length basis.