Arms-Length Dealing. This Agreement and any applicable Terms Agreement have been negotiated at arm's length between the Agent and the Company, which regularly issues and sells securities in the public markets through investment bankers, and the relationship created hereby or thereby is not intended to be one of customer and member as the term "customer" is used in the provisions pertaining to the protection of customers of the articles, bylaws, rules, regulations and policies of the NYSE or the National Association of Securities Dealers, Inc.
Arms-Length Dealing. Borrower shall not enter into any transaction of any kind with any family member, Subsidiary or Affiliate, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Borrower as would be obtainable by any Borrower at the time in a comparable arm’s length transaction with a Person other than a family member, Subsidiary or Affiliate.
Arms-Length Dealing. There is no agency, fiduciary or special relationship among the parties, and no such relationship shall ever be established unless expressly agreed to in writing signed by both parties. This is an arms-length transaction between sophisticated parties represented by counsel; no party is relying on any information or expertise of any other party or relying on any other party to provide information or data of any kind in entering into this Agreement, except as expressly stated herein. There are no representations or warranties except as expressly recited and agreed to herein. No representations or omissions may be relied upon by any party other than those recited herein. There are no limits on any party’s business except as expressly recited and agreed to herein. Subject to the restrictions in this Agreement, each party is free to sell its products to any customer and shall have no liability other than the royalty for production set out in *** for selling products to customers or supporting such sales. The parties can and shall compete with each other in the markets for memory products and technology.
Arms-Length Dealing. Each Credit Party agrees that (a) each of the Commitment Parties is acting solely in the capacity of an arm’s-length contractual counterparty with respect to the Transaction contemplated hereby (including in connection with determining the terms of the Rights Offering and the Private Placement) and not as a financial advisor or a fiduciary to, or an agent of, the Credit Parties or any of their respective Subsidiaries and (b) no Commitment Party is advising the Credit Parties or any of their respective Subsidiaries as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction.
Arms-Length Dealing. The Holder acknowledges that the terms of the Warrant Exchange have been mutually negotiated between the Holder and the Company. The Holder was given a meaningful opportunity to negotiate the terms of the Preferred Exchange and the Warrant Exchange.
Arms-Length Dealing. Neither SSB, DST, Xxxxxx & Xxxxxx, nor any of their respective affiliates will, directly or indirectly, enter into any transaction with the Company which is not as favorable to the Company as a similar transaction would have been with a non-affiliated person, unless specifically authorized by the Board of Directors of the Company.
Arms-Length Dealing. In the last three years ending on the date of this Agreement, no Group Company has been subject to any challenge by a Tax Authority in relation to transfer pricing relating to transactions or other arrangements (including for the avoidance of doubt financing arrangements) between any Group Company and any other Group Company or between any Group Company and any of its shareholders or other members of the Sellers’ Group.
Arms-Length Dealing. SIHPL shall not enter into any transaction in relation to an arrangement, transaction, asset or liability entered into or held after 12 August 2019 with any person except on arm's length terms and for at least fair market value. The following shall not be a breach this provision:
Arms-Length Dealing. Except for de minimis transactions, Party shall not enter into any transaction of any kind with any family member, Subsidiary or Affiliate of Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Party as would be obtainable by any Party at the time in a comparable arm’s length transaction with a Person other than a family member, Subsidiary or Affiliate of Party.
Arms-Length Dealing. The Company acknowledges that the terms of the Private Exchange have been negotiated between the Holders and the Company and that the Company was given a meaningful opportunity to negotiate the terms of the Private Exchange.
