Affiliates Transactions Sample Clauses

Affiliates Transactions. Other than services to be provided pursuant to the Transition Services Agreement after the Closing, the Business does not acquire any materials, products or services from Seller or its Affiliates necessary for or used in the conduct and operations of the Business other than materials, products or services that are generally obtainable, or for which comparable replacement products are generally obtainable, from a source or supplier other than Seller or an Affiliate of Seller on commercially reasonable terms within a commercially practicable timeframe.
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Affiliates Transactions. (a) Except as disclosed in Section 2.21(a) of the Disclosure Schedule, (i) there are no Liabilities between the Company or any Subsidiary, on the one hand, and any current or former officer, director, stockholder, manager, member, Affiliate (other than the Company and its Subsidiaries) or Associate of the Company or any Subsidiary or any Associate of any such officer, director, stockholder or Affiliate, on the other hand, (ii) neither the Company nor any Subsidiary provides or causes to be provided any assets, services or facilities to any such current or former officer, director, stockholder, manager, member, Affiliate or Associate, (iii) neither the Company, any Subsidiary nor any such current or former officer, director, stockholder, manager, member, Affiliate or Associate provides or causes to be provided any assets, services or facilities to the Company or any Subsidiary, and (iv) neither the Company nor any Subsidiary beneficially owns, directly or indirectly, any Investment Assets of any such current or former officer, director, stockholder, manager, member, Affiliate or Associate. (b) Except as disclosed in Section 2.21(b) of the Disclosure Schedule, each of the Liabilities and transactions listed in Section 2.21(a) of the Disclosure Schedule was incurred or engaged in, as the case may be, on terms no less favorable to the Company than if such Liability or transaction was incurred on an arm's-length basis on competitive terms.
Affiliates Transactions. 45 Section 9.14
Affiliates Transactions. Upon the Parent's request, HKS will terminate or otherwise resolve, in a manner reasonably satisfactory to the Parent, all agreements and relationships between HKS, on the one hand, and any Shareholder or any family member of any Shareholder or any Affiliate of the foregoing, on the other hand.
Affiliates Transactions. (1) The Bank may, directly or indirectly, pay money or its equivalent to or for the benefit of, or extend credit in any form to or for the benefit of, its affiliates (as defined in 12 U.S.C. § 221a and 371c), or transfer assets between the Bank and its affiliates, or enter into or engage in any transaction that obligates the Bank to do the same only after: (a) the Board has conducted an independent review of the action, that is documented in writing; (b) the Board has determined in writing that it is advantageous for the Bank to engage in such action, and that the action complies with all applicable laws, rules, regulations, and Comptroller’s issuances, including, but not limited to 12 U.S.C. § 371c and 371c-1. (2) Prior to the payment of any management or other fees to any affiliate of the Bank as defined in 12 U.S.C. § 221a and 12 U.S.C. § 371c (“Affiliate”), the Board, or delegated committee of the Board, shall document and support, in writing, that such fees: (a) are reasonable; (b) have a direct relationship to, and are based solely upon, the fair value of goods and services received by the Bank; and (c) compensate the Affiliate only for providing goods and services which meet the legitimate needs of the Bank. (3) All documentation supporting the payment of management and other fees to an Affiliate, shall be preserved in the Bank.
Affiliates Transactions. (1) The Bank may, directly or indirectly, pay money or its equivalent to or for the benefit of, or extend credit in any form to or for the benefit of, its affiliates (as defined in 12 U.S.C. ss. 221a and 371c), or transfer assets between the Bank and its affiliates, or enter into or engage in any transaction that obligates the Bank to do the same only after: (a) the Board has conducted an independent review of the action, that is documented in writing; (b) the Board has determined in writing that it is advantageous for the Bank to engage in such action, and that the action complies with all applicable laws, rules, regulations, and Comptroller's issuances, including, but not limited to 12 U.S.C. ss. 371c and 371c-1. (2) Prior to the payment of any management or other fees to any affiliate of the Bank as defined in 12 U.S.C. ss. 221a and 12 U.S.C. ss. 371c ("Affiliate"), the Board, or delegated committee of the Board, shall document and support, in writing, that such fees: (a) are reasonable; (b) have a direct relationship to, and are based solely upon, the fair value of goods and services received by the Bank; and (c) compensate the Affiliate only for providing goods and services which meet the legitimate needs of the Bank. (3) All documentation supporting the payment of management and other fees to an Affiliate, shall be preserved in the Bank.
Affiliates Transactions. There are no transactions or agreements between the Company or any Subsidiary, on the one hand, and either of the Sellers or any Affiliate of the Sellers (other than the Company or any Subsidiary), on the other hand, that require the fulfillment of any obligations, Liabilities or payments by the Company or any Subsidiary on or after the Closing Date.
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Affiliates Transactions. With respect to any such procedures pertaining to trading with affiliates of the Portfolio (other than the Subadvisor's affiliates), the Subadvisor shall not bear any responsibility and shall be released from any obligation or cost which results from entering into a trade pursuant to the Portfolio(s) Rule 17a-7, 17e-1 or 10f-3 procedures with any affiliated entity, other than affiliates of the Subadvisor
Affiliates Transactions. There is no Contract between CMCP and an Affiliate.
Affiliates Transactions. The Partnership shall not directly or indirectly pay (or agree to pay) to CFH, its partners or their respective Affiliates any amount including but not limited to amounts for management fees, salaries or other
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