Common use of Arm’s Length Clause in Contracts

Arm’s Length. basis 23.17.1 Except as permitted by clause 23.17.2, the Borrower shall not (and shall ensure no member of the Group shall) enter into any transaction with any person except on arm’s length terms and for full market value. 23.17.2 Subject to clause 23.42 (Ring fencing), the following transactions shall not be a breach of this clause 23.17: (a) Intra-Group Loans; (b) fees, costs and expenses payable under the Transaction Documents in the amounts set out in the Transaction Documents delivered to the Agent under clause 4.1 (Initial conditions precedent) or agreed by the Agent; and (c) any Permitted Transactions.

Appears in 2 contracts

Sources: Facilities Agreement (International Shipping Enterprises, Inc.), Facilities Agreement (International Shipping Enterprises, Inc.)

Arm’s Length. basis 23.17.1 (a) Except as permitted by clause 23.17.2paragraph (b) below, the Borrower no Obligor shall not (and shall ensure no member of the Group shall) enter into any transaction with any person except on arm’s 's length terms and for full market valueterms. 23.17.2 Subject to clause 23.42 (Ring fencing), the b) The following transactions shall not be a breach of this clause 23.17Clause 25.15: (ai) Intraintra-Group Loansloans permitted under Clause 25.9 (Loans or credit); (bii) fees, costs and expenses payable under the Transaction Documents in the amounts set out in the Transaction Documents delivered to the Agent under clause Clause 4.1 (Initial conditions precedent) or agreed by the Agent; and (ciii) any Permitted TransactionsTransaction.

Appears in 2 contracts

Sources: Syndicated Facility Agreement (Metals Acquisition LTD), Syndicated Facility Agreement (Metals Acquisition Corp)

Arm’s Length. basis 23.17.1 (a) Except as permitted by clause 23.17.222.15(b), the Borrower no Obligor shall not (and shall ensure no member of the Group shall) enter into any transaction with any person except on arm’s 's length terms and for full market valueterms. 23.17.2 Subject to clause 23.42 (Ring fencing), the b) The following transactions shall not be a breach of this clause 23.1722.15: (ai) Intraintra-Group Loansloans permitted under clause 22.10 (Loans or credit); (bii) fees, costs and expenses payable under the Transaction Documents in the amounts set out in the Transaction Documents delivered to the Agent under clause 4.1 (Initial conditions precedent) or agreed by the Agent; and (ciii) any Permitted TransactionsTransaction.

Appears in 2 contracts

Sources: Loan Note Subscription Agreement (Metals Acquisition LTD), Loan Note Subscription Agreement (Metals Acquisition Corp)

Arm’s Length. basis 23.17.1 23.13.1 Except as permitted by clause 23.17.2Clause 23.13.2 below, the Borrower no Obligor shall not (and the Parent shall ensure no member of the Group shallMaterial Company will) enter into any transaction with any person except on bona fide arm’s length terms and for full market valueterms. 23.17.2 Subject to clause 23.42 (Ring fencing), the 23.13.2 The following transactions shall not be a breach of this clause 23.17Clause 23.13.1: (a) intra-Group transactions permitted under Clause 23.25 (Intra-Group Loans;transactions); and (b) fees, costs and expenses payable under the Transaction Finance Documents in the amounts set out in the Transaction Finance Documents delivered to the Agent under clause Clause 4.1 (Initial conditions precedent) or agreed by the Agent; and (c) any Permitted Transactions.

Appears in 1 contract

Sources: Revolving Credit Facility Agreement (Enstar Group LTD)

Arm’s Length. basis 23.17.1 Except as permitted by clause 23.17.2, the Borrower (a) No Obligor shall not (and shall ensure no member of the Group shall) enter into any transaction with any person except on arm’s 's length terms and for full on normal commercial terms at market value. 23.17.2 Subject to clause 23.42 (Ring fencing), the following transactions b) Paragraph (a) above shall not be a breach of this clause 23.17apply to: (ai) Intraany intra-Group Loansloans made available by an Obligor to another Obligor or another member of the Group; (bii) fees, costs and expenses payable under the Transaction Finance Documents in the amounts set out in the Transaction Finance Documents delivered to the Agent under clause Clause 4.1 (Initial conditions precedent) or agreed by the Agent); and (ciii) any Permitted Transactionsother transaction permitted under this Agreement.

Appears in 1 contract

Sources: Bridge Facility Agreement

Arm’s Length. basis 23.17.1 Except as permitted by clause 23.17.2, the Borrower (a) No Obligor shall not (and the Parent shall ensure no member of the Group shallwill) enter into any transaction with any person except on arm’s length terms and for full market value. 23.17.2 Subject to clause 23.42 (Ring fencing), the following transactions shall b) Clause 24.19(a) (Loans or credit) does not be a breach of this clause 23.17apply to: (ai) Intraintra-Group Loansloans permitted under clause 24.19 (Loans or credit); (bii) fees, costs and expenses payable under the Transaction Documents in the amounts set out in the Transaction Documents delivered to the Agent under clause 4.1 (Initial conditions precedent) or agreed by the Agent; andor (ciii) any Permitted TransactionsTransaction.

Appears in 1 contract

Sources: Amendment and Restatement Agreement (Sunrise Senior Living Inc)

Arm’s Length. basis 23.17.1 (a) Except as permitted by clause 23.17.2Clause 19.17(b), the Borrower no Obligor shall not (and shall ensure no member of the Group shall) enter into any transaction with any person except on arm’s length terms and for full market value. 23.17.2 Subject to clause 23.42 (Ring fencing), the b) The following transactions shall not be a breach of this clause 23.17Clause 19.17: (ai) Intraintra-Group Loansloans permitted under Clause 19.18 (Loans or credit); (bii) fees, costs and expenses payable under the Transaction Finance Documents in the amounts set out in the Transaction Finance Documents delivered to the Agent Purchasers’ Representative under clause Clause 4.1 (Initial conditions precedent) or agreed by the AgentPurchaser; and (ciii) any Permitted TransactionsTransaction or Permitted Distribution.

Appears in 1 contract

Sources: Note Purchase Agreement

Arm’s Length. basis 23.17.1 (a) Except as permitted by clause 23.17.2paragraph (b) below, the Borrower no Obligor shall not (and the Company shall ensure that no other member of the Group shallwill) enter into any transaction with any person except on arm’s 's length terms and for full market value. 23.17.2 Subject to clause 23.42 (Ring fencing), the b) The following transactions shall not be a breach of this clause 23.1723.15: (ai) Intraintra-Group Loansloans permitted under clause 23.16 (Loans or credit); (bii) fees, costs and expenses payable under the Transaction Finance Documents in the amounts set out in the Transaction Finance Documents delivered to the Agent under clause 4.1 (Initial conditions precedentAgent) or agreed by the Agent; and (ciii) any Permitted TransactionsTransaction.

Appears in 1 contract

Sources: Facility Agreement