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

Non-Arm’s Length Transactions. Neither Miramar owes any amount to, nor has Miramar or any Miramar Subsidiary made, arranged or modified (in any material 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” (for the purposes of 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 Miramar or a Miramar Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither Miramar nor any 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 Miramar and the Miramar Subsidiaries. No officer, director or employee of Miramar or any 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 Miramar or any Miramar Subsidiary which could materially adversely impact on the ability to properly perform the services to be performed by such person for Miramar or any Miramar Subsidiary. No officer, director, employee or securityholder of Miramar or any Miramar Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, Miramar or any Miramar Subsidiary except for claims in the ordinary and normal course of the business of Miramar such as for accrued vacation pay or other amounts or matters which would not be material to Miramar.

Appears in 2 contracts

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

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Non-Arm’s Length Transactions. Neither Miramar Except as disclosed in the enCore Disclosure Letter or enCore Public Records, neither enCore nor any enCore Subsidiary owes any amount to, nor has Miramar enCore or any Miramar enCore Subsidiary made, arranged or modified (in any material way) any extension of credit, in the form of a personal loan or otherwisepresent 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” (for as such term is defined in the purposes of the Income Tax Act (Canada)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 Miramar enCore or a Miramar any enCore Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither Miramar enCore nor any Miramar 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 Miramar enCore and the Miramar enCore Subsidiaries. No officer, director or employee of Miramar enCore or any Miramar 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 Miramar enCore or any Miramar enCore Subsidiary which could materially adversely impact have a material adverse effect on the ability to properly perform the services to be performed by such person for Miramar enCore or any Miramar enCore Subsidiary. No Except as described in the enCore Disclosure Letter or enCore Public Records, no officer, director, employee or securityholder of Miramar enCore or any Miramar enCore Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, Miramar enCore or any Miramar enCore Subsidiary except for claims in the ordinary and normal course of the business of Miramar enCore or any enCore Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to MiramarenCore.

Appears in 2 contracts

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

Non-Arm’s Length Transactions. Neither Miramar Except as disclosed in the Azarga Disclosure Letter or Azarga Public Records, neither Azarga nor any Azarga Subsidiary owes any amount to, nor has Miramar Azarga or any Miramar Azarga Subsidiary made, arranged or modified (in any material way) any extension of credit, in the form of a personal loan or otherwisepresent 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” (for as such term is defined in the purposes of the Income Tax Act (Canada)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 Miramar Azarga or a Miramar any Azarga Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither Miramar Azarga nor any Miramar 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 Miramar Xxxxxx and the Miramar Azarga Subsidiaries. No officer, director or employee of Miramar Azarga or any Miramar 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 Miramar Azarga or any Miramar Azarga Subsidiary which could materially adversely impact have a material adverse effect on the ability to properly perform the services to be performed by such person for Miramar Azarga or any Miramar Azarga Subsidiary. No Except as described in the Azarga Disclosure Letter or Azarga Public Records, no officer, director, employee or securityholder of Miramar Azarga or any Miramar Azarga Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, Miramar Azarga or any Miramar Azarga Subsidiary except for claims in the ordinary and normal course of the business of Miramar Azarga or any Azarga Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to MiramarAzarga.

Appears in 2 contracts

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

Non-Arm’s Length Transactions. Neither Miramar Except as disclosed in the enCore Disclosure Letter or enCore Public Records, neither enCore nor any enCore Subsidiary owes any amount to, nor has Miramar enCore or any Miramar enCore Subsidiary made, arranged or modified (in any material way) any extension of credit, in the form of a personal loan or otherwisepresent 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” (for as such term is defined in the purposes of the Income Tax Act (Canada)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 Miramar enCore or a Miramar any enCore Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither Miramar enCore nor any Miramar 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 's length with Miramar enCore and the Miramar enCore Subsidiaries. No officer, director or employee of Miramar enCore or any Miramar 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 Miramar enCore or any Miramar enCore Subsidiary which could materially adversely impact have a material adverse effect on the ability to properly perform the services to be performed by such person for Miramar enCore or any Miramar enCore Subsidiary. No Except as described in the enCore Disclosure Letter or enCore Public Records, no officer, director, employee or securityholder of Miramar enCore or any Miramar enCore Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, Miramar enCore or any Miramar enCore Subsidiary except for claims in the ordinary and normal course of the business of Miramar enCore or any enCore Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to MiramarenCore.

Appears in 1 contract

Samples: Arrangement Agreement

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Non-Arm’s Length Transactions. Neither Miramar Except as disclosed in the Azarga Disclosure Letter or Azarga Public Records, neither Azarga nor any Azarga Subsidiary owes any amount to, nor has Miramar Azarga or any Miramar Azarga Subsidiary made, arranged or modified (in any material way) any extension of credit, in the form of a personal loan or otherwisepresent 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” (for as such term is defined in the purposes of the Income Tax Act (Canada)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 Miramar Azarga or a Miramar any Azarga Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither Miramar Azarga nor any Miramar 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 Miramar Xxxxxx and the Miramar Azarga Subsidiaries. No officer, director or employee of Miramar Azarga or any Miramar 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 Miramar Azarga or any Miramar Azarga Subsidiary which could materially adversely impact have a material adverse effect on the ability to properly perform the services to be performed by such person for Miramar Azarga or any Miramar Azarga Subsidiary. No Except as described in the Azarga Disclosure Letter or Azarga Public Records, no officer, director, employee or securityholder of Miramar Azarga or any Miramar Azarga Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, Miramar Azarga or any Miramar Azarga Subsidiary except for claims in the ordinary and normal course of the business of Miramar Azarga or any Azarga Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to MiramarAzarga.

Appears in 1 contract

Samples: Arrangement Agreement

Non-Arm’s Length Transactions. Neither Miramar Except as disclosed in the Azarga Disclosure Letter or Azarga Public Records, neither Azarga nor any Azarga Subsidiary owes any amount to, nor has Miramar Azarga or any Miramar Azarga Subsidiary made, arranged or modified (in any material way) any extension of credit, in the form of a personal loan or otherwisepresent 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” (for as such term is defined in the purposes of the Income Tax Act (Canada)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 Miramar Azarga or a Miramar any Azarga Subsidiary. Except usual employee or consulting arrangements made in the ordinary and normal course of business, neither Miramar Azarga nor any Miramar 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 Miramar Azarga and the Miramar Azarga Subsidiaries. No officer, director or employee of Miramar Azarga or any Miramar 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 Miramar Azarga or any Miramar Azarga Subsidiary which could materially adversely impact have a material adverse effect on the ability to properly perform the services to be performed by such person for Miramar Azarga or any Miramar Azarga Subsidiary. No Except as described in the Azarga Disclosure Letter or Azarga Public Records, no officer, director, employee or securityholder of Miramar Azarga or any Miramar Azarga Subsidiary has any cause of action or other claim whatsoever against, or owes any amount to, Miramar Azarga or any Miramar Azarga Subsidiary except for claims in the ordinary and normal course of the business of Miramar Azarga or any Azarga Subsidiary such as for accrued vacation pay or other amounts or matters which would not be material to MiramarAzarga.

Appears in 1 contract

Samples: Arrangement Agreement

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