Affiliated Transaction. All transactions by and between the Corporation and any officer, employee or shareholder of the Corporation or Persons controlled by or affiliated with such officer, employee or shareholder, shall be conducted on an arms-length basis, shall be on terms and conditions no less favorable to the Corporation than could be obtained from unrelated Persons and shall be approved by the Board after full disclosure of the terms thereof, for which purpose the interested party, if a director, and any affiliate of the interested party who is a director, shall not be entitled to vote.
Affiliated Transaction. Except as set forth on the attached ---------------------- "AFFILIATED TRANSACTIONS SCHEDULE," no officer, director, Shareholder or Affiliate of the Company or any individual related by blood or marriage to any such Person or any entity in which any such Person or individual owns any beneficial interest, is a party to any agreement, contract, commitment or transaction with the Company or has any interest in any property, real, personal or mixed, tangible or intangible, used in or pertaining to the business of the Company.
Affiliated Transaction. 26 U. DISCLOSURE......................................................................................... 26 V.
Affiliated Transaction. The Sellers will cause all Contracts and employee benefit plans between Sellers or any of their respective Affiliates, on the one hand, and any of the Acquired Entities, on the other hand, set forth on Section 4.7 of the Sellers Disclosure Schedule to be terminated effective as of the Closing, without any cost or continuing obligation to the Acquired Entities or Buyer, and will deliver to Buyer evidence of such termination in a form reasonably acceptable to Buyer.
Affiliated Transaction. 3.13.1 There is no actual or contingent debts or guarantee between/among the Company and the Transferors, any current or resigned senior management officer of the Company, any current or resigned directors of the Company and any individual or organization who have direct or indirect interest to the above person ("Affiliated Party").
3.13.2 The Affiliated Party and the Company have no contract, agreement, or other documents which is still currently effective to and binding on the Company.
Affiliated Transaction. Except as set forth on Schedule 7(k), and other than the transactions contemplated by this Agreement and the other Transaction Documents, there are no contracts or arrangements between the Company or any of the Company’s subsidiaries, on the one hand, and, on the other hand, any (i) current officer or director of the Company or any of the Company’s subsidiaries, (ii) individual or entity that owns, directly or indirectly, equity interests in the Company or any of the Company’s subsidiaries, or (iii) any directors or officers of any entity that owns equity interests in the Company or any of the Company’s subsidiaries.
Affiliated Transaction. The term “
Affiliated Transaction. Except as set forth on Schedule 7(k), and other than the transactions contemplated by this Agreement and the other Transaction Documents, there are no contracts or arrangements between the Company or any of the Company’s subsidiaries, on the one hand, and, on the other hand, any (i) current officer or director of the Company or any of the Company’s subsidiaries, (ii) individual or entity that owns, directly or indirectly, equity interests in the Company or any of the Company’s subsidiaries, or (iii) any directors or officers of any entity that owns equity interests in the Company or any of the Company’s subsidiaries. (l) Tax. The Company and its subsidiaries do not have any liability (A) for any federal or state income taxes with respect to any tax period or portion thereof ending on or prior to the Closing, (B) for any taxes (other than covered in clause (A)) with respect to any tax period or portion thereof ending on or prior to the Closing (other than any such taxes for which adequate provision has been made under GAAP), or (C) arising out of or relating to the Restructuring, in each case that has not been satisfied at or prior to the Closing. The Company is, and has been at all times since its formation, classified as a partnership for U.S. federal income tax purposes, and each subsidiary of the Company is, and has been at all times since formation, classified as a disregarded entity for U.S. federal income tax purposes. (m)
Affiliated Transaction. The Company is not liable in respect of advances, loans, guarantees to or on behalf of the Shareholder, or any officer, director, employee or subsidiary of the Company or any other person with whom the Company does not deal with at arm's length other than an inter-company payable to the Shareholder and, at the Closing Date, there will be no inter-company payables or receivables between the Company and the Shareholder.
Affiliated Transaction. The transactions contemplated by this Agreement have been approved, prior to the date hereof, by a majority of OPS's "disinterested directors" (as defined in Article 14 of the Virginia Stock Corporation Act, as amended, in effect on the date of this Agreement (the "Virginia Act")), within the meaning of Section 13.1-727(B)(1)(iv) of Article 14 of the Virginia Act.
