Non-Arm’s Length Transactions Sample Clauses

Non-Arm’s Length Transactions. Except as disclosed in the Information, neither the Corporation nor any Subsidiary owes any amount to, nor has the Corporation or any Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or security holder of any of them or any Person not dealing at “arm’s length” (as such term is defined in the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid in the ordinary and normal course of the business of the Corporation or Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business and normal commercial terms, neither the Corporation nor any Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or security holder of any of them or any other Person not dealing at arm’s length with the Corporation and the Subsidiaries. No officer, director or employee of the Corporation or any Subsidiary and no Person which is an affiliate or associate of any of the foregoing Persons, owns, directly or indirectly, any interest (except for shares representing less than 5% of the outstanding shares of any class or series of any publicly traded company) in, or is an officer, director, employee or consultant of, any Person which is, or is engaged in, a business competitive with the business of the Corporation or any Subsidiary which could materially adversely impact on the ability to properly perform the services to be performed by such Person for the Corporation or any Subsidiary.
Non-Arm’s Length Transactions. Other than the employment or consulting agreements set out in Section 3.1(ll) of the Target Disclosure Letter, there are no current contracts, commitments, agreements, arrangements or other transactions between the Company or any of its subsidiaries, on the one hand, and any (a) officer or director of the Company or its subsidiaries, (b) any holder of record or, to the knowledge of the Company, beneficial owner or 5% or more of the outstanding Exeter Shares, or (c) any affiliate or associate or any such officer, director or Exeter Shareholder, on the other hand.
Non-Arm’s Length Transactions. Except for employment or employment compensation agreements entered into in the ordinary course of business, there are no current contracts, commitments, agreements, arrangements or other transactions (including relating to indebtedness by TMX Group or any of its Subsidiaries) between TMX Group or any of its Subsidiaries on the one hand, and any (a) officer or director of TMX Group or any of its Subsidiaries, (b) any holder of record or, to the knowledge of TMX Group, beneficial owner of five percent or more of the voting securities of TMX Group, or (c) any affiliate or associate of any officer, director or beneficial owner, on the other hand.
Non-Arm’s Length Transactions. Except for employment or employment compensation agreements entered into in the ordinary course of business, and except as disclosed in the Northgate Disclosure Letter, there are no current contracts, commitments, agreements, arrangements or other transactions (including relating to indebtedness by Northgate or any of the Northgate Subsidiaries) between Northgate or any of the Northgate Subsidiaries on the one hand, and any: (i) officer or director of Northgate or any of the Northgate Subsidiaries; (ii) except as disclosed in the Northgate Disclosure Letter any holder of record or, to the knowledge of Northgate, beneficial owner of five percent or more of the voting securities of Northgate; or (iii) any affiliate or associate of any officer, director or beneficial owner, on the other hand.
Non-Arm’s Length Transactions. Other than employment or compensation agreements entered into in the ordinary course of business, no director, officer, employee or agent of, or independent contractor to, the Company or any of its Subsidiaries or holder of record or beneficial owner of 5% or more of the Special Voting Shares or the Class A Shares, or associate or affiliate of any such officer, director or beneficial owner, is a party to, or beneficiary of, any loan, guarantee, Contract, arrangement or understanding or other transactions with the Company or any of its Subsidiaries.
Non-Arm’s Length Transactions. (O) No member of the NADL Group is or has been a party to any transaction or arrangement under which it may be required to pay for any asset or services or facilities of any kind an amount which is in excess of the market value of that asset or services or facilities or will receive any payment for any asset or services or facilities of any kind that it has supplied or provided or is liable to supply or provide which is less than the market value of that asset or services or facilities and in consequence of which it is or will be liable to Tax in relation to such excess or undervalue, and for the purposes of this warranty, market value shall be taken to mean market value determined for the purposes of and in accordance with any requirements of applicable transfer pricing legislation and this warranty shall apply only to any transaction or arrangement which falls under the transfer pricing regulation.
Non-Arm’s Length Transactions. Except for (i) employment, consulting or employment compensation agreements entered into in the ordinary course of business, (ii) customary director and officer indemnification arrangements on market terms, (iii) financing agreements or shareholder agreements with SVT’s shareholders entered into in connection with financings or other transactions to which SVT’s shareholders are generally parties and that will terminate at or prior to the Effective Time as a result of the transactions contemplated hereby, or (iv) as set out in Schedule “C”, Section (t) of the SVT Disclosure Letter, there are no current Contracts, or other transactions (including relating to indebtedness by SVT or its Subsidiaries) between SVT or its Subsidiaries on the one hand, and (a) any officer or director of SVT or its Subsidiaries, (b) any holder of record or, to the knowledge of SVT, beneficial owner of five percent or more of the voting securities of SVT, or (c) any affiliate or Associate of any officer, director or beneficial owner, on the other hand.
Non-Arm’s Length Transactions. Neither the Company nor any of its Subsidiaries is indebted to any director, officer, employee or agent of, or independent contractor to, the Company or any of its Subsidiaries or, to the Company’s knowledge, any of their respective affiliates or associates (except for amounts due in the ordinary course of business, including salaries, bonuses and director's fees or the reimbursement of expenses). There are no material Contracts of the Company or its Subsidiaries with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of any shareholder, officer or director of the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of their respective affiliates or associates. There are no outstanding loans made by the Company or any of its Subsidiaries to any director, officer, insider or other non-arm’s length party of the Company or of a Subsidiary of the Company.
Non-Arm’s Length Transactions. Except as Disclosed to the Company, there are no contracts or other transactions between the Offeror or any of its Subsidiaries or material joint ventures, on the one hand, and any (i) officer or director of the Offeror or any of its Subsidiaries or material joint ventures, (ii) any holder of record or beneficial owner of 5% or more of any class of the voting or non-voting equity securities of the Offeror, or (iii) any Affiliate or Associate of any such officer, director or beneficial owner, on the other hand.