Intercompany Sales Agreement definition

Intercompany Sales Agreement means the Amended and Restated Intercompany Sales and Licensing Agreement, dated as of October 1, 2020, by and among MSA, MSA Safety Pittsburgh, MTL, General Monitors, Inc. and MSA Safety Sales.
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Intercompany Sales Agreement means the intercompany sales agreement dated on or about the date of this Debenture and made between the Company and the Intercompany Sales Chargees. "Intercompany Sales Floating Charges" has the meaning given to that term in Clause 5.1 (5.1). "Letter-of-Credit Rights" has the meaning given to that term in the Intercompany Sales Agreement. "Priority Note" means the US$22,500,000 note dated on or about the date of this Debenture and issued by the Company in favour of the Priority Chargee. "Priority Note Floating Charge" has the meaning given to that term in Clause 3 (Priority Note Floating Charge). "Receiver" means a receiver or receiver and manager or an administrative receiver of the whole or any part of the Charged Property and that term will include any appointee made under a joint and/or several appointment. "Related Rights" means, in relation to any asset: (a) the proceeds of sale of any part of that asset; (b) all rights under any licence, agreement for sale, lease or other disposal in respect of that asset; (c) all rights, powers, benefits, claims, contracts, warranties, remedies, security, guarantees, indemnities or covenants for title in respect of that asset; (d) any moneys and proceeds paid or payable in respect of that asset; and (e) (in the case where such asset comprises any share, equity interest or other security) all dividends, distributions, interest and monies payable in respect thereof and any rights, assets, shares and/or securities deriving therefrom or accruing thereto whether by way of redemption, bonus, preference, option, substitution, conversion, compensation or otherwise. "Secured Documents" means each of the Priority Note, the Contingent Note and the Intercompany Sales Agreement. "Secured Obligations" means all present and future obligations and liabilities (whether actual or contingent and owed in any capacity whatsoever) of the Company to each Chargee under each Secured Document. "Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.
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Intercompany Sales Agreement means that certain Intercompany Sales Agreement, dated July 20, 2015, by and among GTAT Corp., GT Hong Kong, and GT SPE. 1.19 “Maturity Date” means the earlier of the (i) date on which an Event of Default occurs and (ii) date that is two years from the date hereof. 1.20 “Obligations” means all principal, interest, fees (if any), charges, expenses, attorneys’ fees, and any other sum chargeable to Maker under this Note. 1.21 “Poly/DSS License Agreement” means that certain License Agreement, by and between GTAT Corp. and GT Hong Kong, effective as of July 5, 2010, as amended by that certain Amendment No. 1 to License Agreement, effective as of April 3, 2011, as further modified by that certain Polysilicon Transfer Pricing Analysis and Report for the Calendar Year Ended December 31, 2013), and as further amended by that certain First Amendment to Poly/DSS License Agreement, dated as of July 20, 2015. 1.22 “Priority Note Collateral” means all of GT Hong Kong’s assets, whether consisting of real, personal, tangible, or intangible property (including 100% of the outstanding share of capital stock of any subsidiaries of GT Hong Kong and any and all intercompany claims
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Examples of Intercompany Sales Agreement in a sentence

  • If any term or provision of this Intercompany Sales Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Intercompany Sales Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

  • Collateral, pursuant to the Debenture; provided, however, that nothing in the Debenture shall be deemed or interpreted to modify the rights set forth in this Intercompany Sales Agreement.

  • No term or provision of this Intercompany Sales Agreement may be amended or waived except in writing signed by the Parties that are to be affected by such amendment or waiver.

  • Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Intercompany Sales Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

  • In addition: "Accounts” has the meaning given to that term in the Intercompany Sales Agreement.

  • After receiving complaints from the parties to request the settlement of the case through mediation.

  • This Intercompany Sales Agreement, together with the Intercompany Settlement Agreement and the exhibits thereto, constitutes the entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

  • This Intercompany Sales Agreement, and all of the rights of the Parties arising out of or related to the transactions that are the subject hereof, shall be governed by and construed in accordance with the laws of the State of New York, USA.

  • INTERPRETATION 1.1 Definitions Unless otherwise defined in this Debenture or unless the context otherwise requires, terms and expressions defined in or construed for the purposes of the Intercompany Sales Agreement shall bear the same meanings when used herein.

  • Intercompany Sales Agreement shall mean that certain Intercompany Sales and Licensing Agreement, dated as of the Closing Date, among MSACL, MSA Safety Pittsburgh, MTL and MSA Safety Sales, as in effect on the Closing Date.


More Definitions of Intercompany Sales Agreement

Intercompany Sales Agreement means that certain Intercompany Sales Agreement, dated July 20, 2015, by and among GTAT Corp., GT Hong Kong, and GT SPE. 1.20 “Intercompany Settlement Agreement” means that certain Intercompany Settlement Agreement, dated July 20, 2015, by and among GTAT Corp., GT Hong Kong, and GT SPE. 1.21 “Priority Note” means that certain Priority Note made by GT Hong Kong in favor of GTAT Corp. of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time). 1.22 “Obligations” means all principal, interest, fees (if any), charges, expenses, attorneys’ fees, and any other sum chargeable to Maker under this Note.
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Related to Intercompany Sales Agreement

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Sales Agreement means the agreement between the Client and the Partner for the sale of Goods in accordance with the Order.

  • Intercompany Advance Agreement The Intercompany Advance Agreement, dated as September 11, 2009, between Ally Bank and Ally Auto, as amended, supplemented or modified from time to time.

  • Intercompany License Agreement means any cost sharing agreement, commission or royalty agreement, license or sub-license agreement, distribution agreement, services agreement, Intellectual Property rights transfer agreement or any related agreements, in each case where all the parties to such agreement are one or more of the Borrower and any Restricted Subsidiary thereof.

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • Factoring Agreement means an agreement by and between a Borrower or a Subsidiary of a Borrower and a Factoring Company pursuant to which a Borrower or such Subsidiary shall, pursuant to customary terms for the size and type of transaction involved, sell, transfer and assign its rights, title and interests in certain accounts receivable, specifically identified therein, to a Factoring Company.

  • Intercompany Loan Agreement has the meaning set forth in the Purchase and Sale Agreement.

  • Restructuring Support Agreement means that certain Restructuring Support Agreement, made and entered into as of March 16, 2018, by and among the Debtors, the Consenting Creditors (as defined therein) party thereto from time to time, and the Consenting Sponsors (as defined therein) party thereto from time to time, as such may be amended from time to time in accordance with its terms.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Intercompany Agreement means the agreement regarding the treatment of certain existing intercompany balances entered into on June 11, 2020 by and among ODBINV S.A. - Em Recuperação Judicial, Odebrecht S.A. - Em Recuperação Judicial and Odebrecht Engenharia e Construção S.A., as generally described and summarized in “The Restructuring – Treatment of Intercompany Claims” of the Consent Solicitation Statement.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Asset Sale Agreement means that certain Asset Sale Agreement between Buyer and Seller, dated as of the date hereof.

  • Intercompany Loan shall have the meaning provided in Section 8.05(g).

  • Intercompany Agreements has the meaning set forth in Section 2.03(a).

  • Intercompany Subordination Agreement means a subordination agreement executed and delivered by Borrowers and Agent, the form and substance of which is satisfactory to Agent.

  • Support Agreement has the meaning set forth in the Recitals.

  • Distribution Agreements means (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Support Agreements has the meaning set forth in the Recitals.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Structured settlement agreement means the agreement, judgment, stipulation, or release embodying the terms of a structured settlement.

  • Intercompany Loans shall have the meaning provided in Section 10.05(h).

  • Intercompany Note means a promissory note substantially in the form of Exhibit I.

  • Tax Receivable Agreement means the Tax Receivable Agreement, dated on or about the date hereof, among the Managing Member and the Holdings Unitholders (as defined in the Exchange Agreement) from time to time party thereto, as it may be amended or supplemented from time to time.

  • Tax Receivable Agreements means this Agreement, the Investors Tax Receivable Agreement (Exchanges) and the Management Tax Receivable Agreement.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.