Common use of Non-Arm’s Length Transactions Clause in Contracts

Non-Arm’s Length Transactions. Except as disclosed in the Azarga Disclosure Letter or Azarga Public Records, neither Azarga nor any Azarga Subsidiary owes any amount to, nor has Azarga or any Azarga Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any person not dealing at “arm’s length” (as such term is defined in the ITA) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of Azarga or any Azarga Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither Azarga nor any Azarga Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other person not dealing at arm’s length with Xxxxxx and the Azarga Subsidiaries. No officer, director or employee of Azarga or any Azarga 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 Azarga or any Azarga Subsidiary which could have a material adverse effect on the ability to properly perform the services to be performed by such person for Azarga or any Azarga Subsidiary. Except as described in the Azarga Disclosure Letter or Azarga Public Records, no officer, director, employee or securityholder of Azarga or any Azarga Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, Azarga or any Azarga Subsidiary except for claims in the ordinary and normal course of the business of Azarga or any Azarga Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to Azarga.

Appears in 2 contracts

Samples: Arrangement Agreement (Encore Energy Corp.), Arrangement Agreement (Encore Energy Corp.)

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Non-Arm’s Length Transactions. Except as disclosed in the Azarga enCore Disclosure Letter or Azarga enCore Public Records, neither Azarga enCore nor any Azarga enCore Subsidiary owes any amount to, nor has Azarga enCore or any Azarga enCore Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any person not dealing at “arm’s length” (as such term is defined in the ITA) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of Azarga enCore or any Azarga enCore Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither Azarga enCore nor any Azarga enCore Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other person not dealing at arm’s length with Xxxxxx enCore and the Azarga enCore Subsidiaries. No officer, director or employee of Azarga enCore or any Azarga enCore 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 Azarga enCore or any Azarga enCore Subsidiary which could have a material adverse effect on the ability to properly perform the services to be performed by such person for Azarga enCore or any Azarga enCore Subsidiary. Except as described in the Azarga enCore Disclosure Letter or Azarga enCore Public Records, no officer, director, employee or securityholder of Azarga enCore or any Azarga enCore Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, Azarga enCore or any Azarga enCore Subsidiary except for claims in the ordinary and normal course of the business of Azarga enCore or any Azarga enCore Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to AzargaenCore.

Appears in 2 contracts

Samples: Arrangement Agreement (Encore Energy Corp.), Arrangement Agreement (Encore Energy Corp.)

Non-Arm’s Length Transactions. Except as disclosed in the Azarga Disclosure Letter or Azarga Public Records, neither Azarga nor any Azarga Subsidiary Neither Miramar owes any amount to, nor has Azarga Miramar or any Azarga Miramar Subsidiary made, arranged or modified (in any present loans tomaterial way) any extension of credit, in the form of a personal loan or otherwise, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any person not dealing at “arm’s length” (as such term is defined in for the ITApurposes of the Income Tax Act (Canada)) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of Azarga Miramar or any Azarga a Miramar Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither Azarga Miramar nor any Azarga Miramar Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other person not dealing at arm’s length with Xxxxxx Miramar and the Azarga Miramar Subsidiaries. No officer, director or employee of Azarga Miramar or any Azarga Miramar 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 Azarga Miramar or any Azarga Miramar Subsidiary which could have a material adverse effect materially adversely impact on the ability to properly perform the services to be performed by such person for Azarga Miramar or any Azarga Miramar Subsidiary. Except as described in the Azarga Disclosure Letter or Azarga Public Records, no No officer, director, employee or securityholder of Azarga Miramar or any Azarga Miramar Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, Azarga Miramar or any Azarga Miramar Subsidiary except for claims in the ordinary and normal course of the business of Azarga or any Azarga Subsidiary Miramar such as for accrued vacation pay or other amounts or matters which would not be material to AzargaMiramar.

Appears in 2 contracts

Samples: Support Agreement (Miramar Mining Corp), Agreement (Newmont Mining Corp /De/)

Non-Arm’s Length Transactions. Except as disclosed in the Azarga Disclosure Letter or Azarga Public Records, neither Azarga nor any Azarga Subsidiary owes any amount to, nor has Azarga or any Azarga Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any person not dealing at “arm’s 's length” (as such term is defined in the ITA) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of Azarga or any Azarga Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither Azarga nor any Azarga Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other person not dealing at arm’s 's length with Xxxxxx Azarga and the Azarga Subsidiaries. No officer, director or employee of Azarga or any Azarga 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 Azarga or any Azarga Subsidiary which could have a material adverse effect on the ability to properly perform the services to be performed by such person for Azarga or any Azarga Subsidiary. Except as described in the Azarga Disclosure Letter or Azarga Public Records, no officer, director, employee or securityholder of Azarga or any Azarga Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, Azarga or any Azarga Subsidiary except for claims in the ordinary and normal course of the business of Azarga or any Azarga Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to Azarga.

Appears in 1 contract

Samples: Arrangement Agreement

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Non-Arm’s Length Transactions. Except as disclosed in the Azarga Disclosure Letter or Azarga Public Records, neither Azarga nor any Azarga Subsidiary owes any amount to, nor has Azarga or any Azarga Subsidiary any present loans to, or borrowed any amount from or is otherwise indebted to, any officer, director, employee or securityholder of any of them or any person not dealing at “arm’s 's length” (as such term is defined in the ITA) with any of them except for usual employee reimbursements and compensation paid or other advances of funds in the ordinary and normal course of the business of Azarga or any Azarga Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither Azarga nor any Azarga Subsidiary is a party to any contract, agreement or understanding with any officer, director, employee or securityholder of any of them or any other person not dealing at arm’s 's length with Xxxxxx and the Azarga Subsidiaries. No officer, director or employee of Azarga or any Azarga 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 Azarga or any Azarga Subsidiary which could have a material adverse effect on the ability to properly perform the services to be performed by such person for Azarga or any Azarga Subsidiary. Except as described in the Azarga Disclosure Letter or Azarga Public Records, no officer, director, employee or securityholder of Azarga or any Azarga Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, Azarga or any Azarga Subsidiary except for claims in the ordinary and normal course of the business of Azarga or any Azarga Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to Azarga.

Appears in 1 contract

Samples: Arrangement Agreement

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