Certain Related Transactions. Subject to applicable law, the Company or any Portfolio Company may, as necessary or appropriate, employ or retain the Adviser or any TCW Affiliate (and any other Person to which any of the foregoing are related or in which any of the foregoing are interested) who is in the business of providing such services to provide services (including, without limitation, consulting, valuation, appraisal and brokerage services), and any such Person may receive from the Company and Portfolio Companies compensation in addition to that expressly provided for in this Agreement. As provided in 5.2.1 and 13.1.3, the Company has been authorized to enter into the Advisory Agreement with the Adviser and the Administration Agreement with the Administrator. Any other agreement that the Company enters into with the Adviser or any TCW Affiliate shall meet the following requirements: (i) the compensation and other terms and conditions under which services are to be rendered or the transaction is to be entered into are embodied in a written contract that precisely describes such services or transaction and the compensation therefor, (ii) such contract is terminable at will by the Company, without penalty, upon not more than 60 days’ prior written notice, (iii) the terms and conditions of such contract are at least as favorable to the Company as those generally available from unaffiliated third parties in arm’s-length transactions, and (iv) the transaction is entered into principally for the benefit of the Company. The Company shall notify Members of any such agreement with the Adviser or any TCW Affiliate in the Company reports issued for the quarter in which such agreement is entered into.
Certain Related Transactions. Subject to applicable law, the Company may, as necessary or appropriate, employ or retain the Adviser or any Jefferies Affiliate who is in the business of providing such services to provide services (including, without limitation, consulting, valuation, appraisal and brokerage services), such that the Adviser or any Jefferies Affiliate may receive from the Company compensation in addition to that expressly provided for in this Agreement. As provided in 3.4.2, 5.2.1 and 13.1.3, the Company has been authorized to enter into the Advisory Agreement with the Adviser and the Administration Agreement with the Administrator. Any other agreement that the Company enters into with the Adviser or any Jefferies Affiliate shall meet the following requirements: (i) the compensation and other terms and conditions under which services are to be rendered or the transaction is to be entered into are embodied in a written contract that precisely describes such services or transaction and the compensation therefor, (ii) such contract is terminable at will by the Company, without penalty, upon not more than 60 days’ prior written notice, (iii) the terms and conditions of such contract are at least as favorable to the Company as those generally available from unaffiliated third parties in arm’s-length transactions, (iv) the transaction is entered into principally for the benefit of the Company, and (v) such contract shall be approved by prior written consent of Platinum. The Company shall notify the Members of any such agreement with the Adviser or any Jefferies Affiliate in the Company reports issued for the quarter in which such agreement is entered into.
Certain Related Transactions. No relationship, direct or indirect, exists between or among the Company or any or its subsidiaries on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries on the other hand, which is required by the Act to be described in the Registration Statement and the General Disclosure Package and which is not so described.
Certain Related Transactions. 13 3.1 Funding of Cash Merger Consideration..................................... 13 3.2 Reorganization........................................................... 13
Certain Related Transactions. Subject to applicable law, the Company or any company in which the Company holds a portfolio investment in (“Portfolio Company”) may, as necessary or appropriate, employ or retain the Adviser or any of its affiliates (and any other person to which any of the foregoing are related or in which any of the foregoing are interested) who are in the business of providing such services to provide services (including, without limitation, consulting, valuation, appraisal and brokerage services), and such Persons may receive from the Company and Portfolio Companies compensation in addition to that expressly provided for in this Agreement. The Company has been authorized to enter into an investment advisory agreement (the “Advisory Agreement”) and an administration agreement (the “Administration Agreement”) with the Adviser. Any other agreement that the Company enters into with the Adviser or any of its affiliates shall meet the following requirements: (i) the compensation and other terms and conditions under which services are to be rendered or the transaction is to be entered into are embodied in a written contract that precisely describes such services or transaction and the compensation therefor, (ii) such contract is terminable at will by the Company, without penalty, upon not more than 60 days’ prior written notice, (iii) the terms and conditions of such contract are at least as favorable to the Company as those generally available from unaffiliated third parties in arm’s-length transactions, and (iv) the transaction is entered into principally for the benefit of the Company.
Certain Related Transactions. 5.6.1 CII acknowledges and agrees that the Company will engage in transactions with the Charter Members and the Charter Affiliates and that so long as such transactions are not entered into in bad faith and in accordance with Section 5.2, the Charter Members and the Charter Affiliates with which the Company engages in transactions, the Manager, and the Company shall not be liable to the Company or to CII with respect to such transactions. The foregoing provision is not intended to affect any of CCV and its Affiliates’ express contractual obligations to the Company, Class A Members, or any of the Class A Members’ Affiliates under any contract entered into by and among such parties from time to time.
Certain Related Transactions. Subject to applicable law and to the prior approval of the Management Committee, the Company or any Portfolio Company may, as necessary or appropriate, employ or retain the BDC or any of its Affiliates, including TCW (and any other Person to which any of the foregoing are related or in which any of the foregoing are interested), who are in the business of providing such services to provide services
Certain Related Transactions. The Amended and Restated Intercreditor Agreement shall be in full force and effect and shall be satisfactory in form and substance to you. Section 4.13.
Certain Related Transactions. (a) On the Closing Date, immediately prior to and as a condition to the consummation of the Merger, all outstanding loans, principal, interest, penalties, premiums, fees and other indebtedness or amounts (collectively, the "Debt To Be Discharged") then owing by CTI or the Company under or in respect of any of the following shall be discharged and satisfied in full on behalf of CTI or the Company:
(i) the Second Amended and Restated Revolving Credit Agreement dated as of January 1, 1999, as amended, among the Company, the lending institutions party thereto and Fleet National Bank (f/k/a BankBoston, N.A.), as agent for itself and such other lending institutions (such agent and lending institutions, collectively, the "Banks"; and the Debt To Be Discharged under or in respect of such agreement, the "Bank Debt"); and
(ii) the Assignment and Release Agreement dated as of July 16, 1999, as extended by instrument dated as of the date hereof, (the "Ciesxxxxxxx Xxxeement") among the Company, CTI and Kurt Xxxxxxxxxxx ("Ciesxxxxxxx"; xhe Debt To Be Discharged under or in respect of such agreement, the "Ciesxxxxxxx Xxxeement Debt"; and the transactions contemplated by such agreement, the "Ciesxxxxxxx Xxxeement Transactions").
(b) Parent agrees to provide or cause to be provided to the Company cash funds of $14,000,000 and two promissory notes of Parent each in the principal amount of $500,000 and substantially in the form of Exhibit 1.4(b) (together, the "Bank Note"), or such lesser amount of funds or undertaking as shall be sufficient for, and CTI and the Company agree that such funds and promissory note shall be used only for, the discharge and satisfaction in full as aforesaid of all Bank Debt, against delivery to Parent of any agreement, instrument, certification, statement or other document as Parent may reasonably request to evidence or provide for (i) the termination of the applicable agreements, instruments or other documents evidencing or providing for the Bank Debt (the "Bank Documents"), (ii) the release or discharge of the liabilities and obligations of the Company and/or CTI thereunder (other than residual liabilities of the Company, such as indemnities and liabilities for post-termination balance reconciliations, which customarily survive termination) and (iii) the termination, release or discharge of all Liens securing any Bank Debt (or in the case of Liens on or in the assets or properties of the Company, at Parent's option, the continuation or assignme...
Certain Related Transactions. Any transaction between the LLC and ---------------------------- a Member, or with any Affiliate of a Member;
