Intra-Group Agreements Sample Clauses

Intra-Group Agreements. Seller covenants that, except as expressly set out in this Agreement or otherwise agreed in writing between the Parties, all existing agreements and arrangements (except for the Intra-Group Retained Agreements) between one or more members of Seller's Group (excluding the Group Companies) on the one hand, and one or more Group Companies, on the other hand, shall be terminated, without liability or continuing obligation to the Group Companies, prior to or at Closing to the extent related to the Operations, or be amended prior to or at Closing such that they are not applicable to the Operations.

Intra-Group Agreements. Except as set forth in Part A, Section 5.4 of the Disclosure Schedule and except for the agreements contemplated hereunder, as at the date hereof, there are no other agreements in place between BKAP (and any of its Affiliates) on the one side and any of the BKAP Subsidiaries on the other.

Intra-Group Agreements. Save in respect of any intra group arrangements referred to in the Transitional Services Agreement, the Vendor acknowledges that the Purchaser shall have an option to terminate any Intra Group Agreement, on demand and without compensation or any termination payment, within three months following Completion by serving written notice on the relevant member of the Telefonica Group. The Vendor agrees that any Group Company which is either a party to, or has obligations under, benefits from or adheres to, any supply or procurement contract to which any member of the Retained Group is party, including the Sourcing Services Contract, shall, on request by the Purchaser, be released with effect from Completion from such contract and any obligation or liabilities arising thereunder.

Intra-Group Agreements. The intra-group agreements to be terminated pursuant to Clause 4.4 of the Contribution Agreement will be determined and agreed between Stolt B.V. and Nutreco within 2 (two) months after the Closing Date. Clause 4.4 of the Contribution Agreement shall be amended accordingly.

Intra-Group Agreements. The Disclosure Letter contains a list, with summary details (including details of any Intra-Group Service Fees), of all agreements (not being agreements entered into in the ordinary course of business on arm's length terms or agreements evidencing Intra-Group Indebtedness or agreements which can be terminated on one month's notice or less without liability, or agreements which are to terminate on or before Completion) made between any SF Group Company and any member(s) of the ABB Group which are not covered by the Transitional Services Agreement.

Intra-Group Agreements the nature and scope of agreements and invoicing flows between members of the JV Group, including transfer pricing considerations as determined by the commissioning of appropriate transfer pricing studies or otherwise; and

Intra-Group Agreements. Do the agreements customarily entered into between companies in the same group qualify as “ordinary transactions” within the meaning of the regulations? How should the “arm’s length” concept be interpreted within a group? That depends on the circumstances: 4.1. Commercial transactions within the scope of the company’s usual business 4.2. Other operations specific to groups of companies

Intra-Group Agreements. Annex 1.5 a) List of SOP Employees Annex 2.4 Shareholder's Resolution (Approval of Transaction) Annex 4.1.2 Definition Cash Annex 4.1.3 Definition Indebtedness Annex 4.1.4 Definition Working Capital Annex 4.2 Preliminary Purchase Price Calculation Annex 7.1.1 Form of Termination Agreement Shareholder and Upstream Loan Annex 7.1.2 a) Form of Contract Acquisition Agreement Annex 7.1.2 b) List of Transferred Contracts Annex 7.1.3 a) List of Transferred Employees Annex 7.1.3 b) Form of Tripartite Agreement Transferred Employees Annex 8.1 Form of Termination of Intra-group Agreements Annex 9.3 Form of Closing Memorandum Annex 10.3.2 Extract of commercial register Annex 10.6.1 List of Material Agreements Annex 10.6.3 List of Employees Annex 10.6.11 Deferred Compensation Annex 10.6.12 List of Insurances Annex 10.7.2 Registered Owned Intellectual Property Annex 10.7.4 Unregistered Owned Intellectual Property Annex 10.7.9 Exception Open Source Agreement Annex 10.7.11 Licensed Intellectual Property Annex 17.2 a) Form of Transitional Service Agreement Annex 17.8 a) List of to be divided contracts Annex 17.8 b) Parties' intentions regarding divided contracts

Intra-Group Agreements. The Buyer undertakes to and covenants with the Sellers (for itself and on behalf of the Group Companies) that it, and shall procure that the Group Companies, (i) will not challenge the validity of any agreement disclosed in the Data Room entered into before the date of this Agreement between any of the Sellers and any of the Group Companies, or between the Group Companies, and (ii) will indemnify the Sellers and their respective directors, officers and employees against the consequences of any demand made or proceedings initiated by any of the Group Companies or the Buyer after the Closing Date as against any of the Sellers and their respective directors, officers or employees for the purpose of challenging the validity of such agreements.