Contracts with Affiliates of Manager Sample Clauses

Contracts with Affiliates of Manager. Manager shall not enter into any contract with an Affiliate of Manager for cleaning, maintaining, repairing or servicing the Premises or any of the constituent parts of the Premises without the prior written consent of Owner if the contract would require Owner to make any payments to an Affiliate of Manager. As a condition to obtaining such consent, Manager shall supply Owner with a copy of the proposed contract and shall state to Owner the affiliation between Manager (or other person or persons in control of Manager) and the party proposed to supply such goods or services, or both. Prior to entering into any such contract, whether or not with an affiliated or related party, Manager shall submit a proposal to Owner and Owner may veto the same if Owner reasonably deems it to be unnecessary, wasteful or inappropriate. Further, any such contract must be on market terms and Owner may require Manager to demonstrate the same through third party bids or other means. In addition to Owner's veto right referenced above, if required by the governance documents of the general partner of Owner, any such contract must be approved by the independent members of the board of directors of [Xxxxx REIT entity], Owner’s indirect parent. Any such contract will include prudent cancellation rights.
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Contracts with Affiliates of Manager. Execution of Leases and Contracts
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Contracts with Affiliates of Manager. (a) Notwithstanding anything to the contrary contained herein, Lessee shall have the right to approve any contract made by Manager with any affiliate of Manager in advance of the execution of that contract. In the event any goods and services procured by Manager for the operation of the Hotels are obtained from Manager or any affiliate of Manager any such contract, purchase order or procurement shall require the prior written approval of Lessee. In any such event the amount to be paid to Manager or its affiliate as a fee for services or otherwise in connection with any such contract, purchase order or procurement shall be no greater than the fees charged by other third parties offering comparable goods and services in an arms-length transaction. (b) An affiliate of Manager may receive a fee in connection with services and products procured, provided or performed for the Hotels, provided that Lessee first has approved in writing the provision of such services and products by such specific affiliate of Manager and that such services and products are furnished on terms and conditions competitive with those available from unaffiliated sources. Lessee may require Manager to engage vendors and services providers designated by Lessee provided the costs thereof are competitive.
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Contracts with Affiliates of Manager. Manager shall not enter into any contract with an Affiliate of Manager for cleaning, maintaining, repairing or servicing the Premises or any of the constituent parts of the Premises without the prior written consent of Owner. As a condition to obtaining such consent, Manager shall supply Owner with a copy of the proposed contract and shall state to Owner the affiliation between Manager (or other person or persons in control of Manager) and the party proposed to supply such goods or services, or both. Prior to entering into any such contract, whether or not with an affiliated or related party, Manager shall submit a proposal to Owner and Owner may veto the same if Owner reasonably deems it to be unnecessary, wasteful or inappropriate. Further, any such contract must be on market terms and Owner may require Manager to demonstrate the same through third party bids or other means. Any such contract will include prudent cancellation rights.
Sample 1
Contracts with Affiliates of Manager. (a) Subject to clause 5.8(b), the Manager agrees that: (i) any agreements which are entered into by the Manager in the performance of its duties under this agreement with any of its Affiliates or with a Participant or any of its Affiliates (Related Party Contracts), will be on normal ‘arm's length’ commercial terms consistent with the provisions of this clause; (ii) the terms of such agreements will be no less commercially reasonable in the particular circumstances of such agreements than would have been the case had such agreements been entered into with Third Parties which are not Affiliates of the Manager or any Participant; and (iii) any such agreements (or material amendments to such agreements) will be submitted to the Management Committee for approval by Special Resolution before the Manager enters into them. (b) The Participants will procure that the Manager enters into (as Manager for and on behalf of the Participants): (i) the Crushing Services Agreement with the Crushing Services Provider; (ii) the Camp Services Agreement with the Camp Services Provider; and (iii) the Intellectual Property Licence Agreement with the Licence Provider, on or after the Effective Date and acknowledge and agree that: (iv) each of the Crushing Services Provider and the Camp Services Provider is an Affiliate of WLPL; (v) the Licence Provider is an Affiliate of AWPL; and (vi) the provisions of clause 5.8(a) do not apply in relation to the entry into the agreements listed in this clause 5.8(b). (c) Notwithstanding clause 5.8(b), the Manager agrees that any material amendment to any of the agreements listed in clause 5.8(b)(i) to 5.8(b)(iii) will be submitted to the Management Committee for approval by Special Resolution before the Manager agrees to such amendment.
Sample 1
Contracts with Affiliates of Manager. The Manager agrees that: (a) any agreements which are entered into by the Manager in the performance of its duties under this document with any of its Affiliates or with a Participant or any of its Affiliates will be on normal ‘arm’s length’ commercial terms consistent with the provisions of this clause; (b) the terms of such agreements will be no less commercially reasonable in the particular circumstances of such agreements than would have been the case had such agreements been entered into with third parties which are not Affiliates of the Manager or any Participant; and (c) any such agreements where the expected expenditure is worth more than $1,000,000 (annualised if applicable) will be submitted to the Management Committee for approval by Special Majority Decision before the Manager enters into them.
Sample 1
Contracts with Affiliates of Manager. Before the Manager presents the Association with a proposal, bid, or contract from an Affiliate of the Manager, or when it first comes to the attention of the Manager that the Association has requested or received a proposal, bid, or contract from an Affiliate of the Manager, the Manager shall notify the Executive Board in writing that such party is an Affiliate of the Manager and the relation of such party to the Manager.
Sample 1
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Related to Contracts with Affiliates of Manager

  • Contracts with Affiliates (a) (i) The Partnership may lend or contribute funds or other assets to its Subsidiaries or other Persons in which it has an equity investment and such Subsidiaries and Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner.

  • Burdensome Contracts With Affiliates The Borrower shall not, nor shall it permit any Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates on terms and conditions which are less favorable to the Borrower or such Subsidiary than would be usual and customary in similar contracts, agreements or business arrangements between Persons not affiliated with each other.

  • Agreements with Affiliates Except for agreements or arrangements with Affiliates wherein the Borrower or one or more of the Restricted Subsidiaries provides services to such Affiliates for fair consideration and which are set forth on Schedule 9 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries has (i) any agreements or arrangements of any kind with any Affiliate or (ii) any management or consulting agreements of any kind with any Affiliate.

  • Relationships with Affiliates The Series may enter into any agreement or contract with the Manager, any Affiliate of the Manager, any other series, any Member, any Affiliate of a Member or any agent of the Manager or the Series without the prior approval of any Member, provided that the agreement or contract must be substantially on terms as would be contained in a similar agreement or contract entered into by the Series as the result of arm’s-length negotiations from a comparable unaffiliated and disinterested third party. Each Member acknowledges that each relationship among the Series, the Manager and/or any Affiliate thereof that is described in any Company budget or other document satisfies the requirements of this Section 4.9.

  • Transactions with Affiliates and Insiders Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) normal and reasonable compensation and reimbursement of expenses of officers and directors in the ordinary course of business and (e) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate.

  • Dealings with Affiliates No officer, Trustee or agent of the Trust and no officer, director or agent of any investment advisor shall deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association or corporation in which he has a material financial interest; provided that the foregoing provisions shall not prevent (a) officers and Trustees of the Trust from buying, holding or selling shares in the Trust, or from being partners, officers or directors of or financially interested in any investment advisor to the Trust or in any corporation, firm or association which may at any time have a distributor’s or principal underwriter’s contract with the Trust; (b) purchases or sales of securities or other property if such transaction is permitted by or is exempt or exempted from the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”) or any Rule or Regulation thereunder and if such transaction does not involve any commission or profit to any security dealer who is, or one or more of whose partners, shareholders, officers or directors is, an officer or Trustees of the Trust or an officer or director of the investment advisor, manager or principal underwriter of the Trust; (c) employment of legal counsel, registrar, transfer agent, shareholder services, dividend disbursing agent or custodian who is, or has a partner, stockholder, officer or director who is, an officer or Trustee of the Trust; or (d) sharing statistical, research and management expenses, including office hire and services, with any other company in which an officer or Trustee of the Trust is an officer or director or financially interested.

  • Transactions With Affiliates and Employees Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

  • Certain Business Relationships With Affiliates No Affiliate of the Company (a) owns any property or right, tangible or intangible, which is used in the business of the Company, (b) has any claim or cause of action against the Company, (c) owes any money to, or is owed any money by, the Company or (d) is a party to any contract or other arrangement (written or oral) with the Company.

  • Sharing Information With Affiliates of the Lenders Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each of the Loan Parties hereby authorizes each Lender to share any information delivered to such Lender by such Loan Party and its Subsidiaries pursuant to this Agreement to any such Subsidiary or Affiliate subject to the provisions of Section 11.9.1 [General].

  • Transactions with Affiliates Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

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