Contracts with Directors or Their Affiliates Sample Clauses

Contracts with Directors or Their Affiliates. A contract or other transaction between the Company and one or more of its Directors, or between the Company and an organization in or of which one or more of its Directors are Directors, directors, managers, officers, or legal representatives or have a material financial interest, is not void or voidable because the Director or Directors or the other organizations are parties or because the Director or Directors are present at the meeting of the Members or the Board or a committee at which the contract or transaction is authorized, approved, or ratified, if: (a) the contract or transaction was, and the person asserting the validity of the contract or transaction sustains the burden of establishing that the contract or transaction was, fair and reasonable as to the Company at the time it was authorized, approved, or ratified; (b) the material facts as to the contract or transaction and as to the Director’s or Directors’ interest are fully disclosed or known to the Members, whether or not entitled to vote, and the contract or transaction is approved in good faith by the unanimous affirmative vote of all Class A Members; or (c) the material facts as to the contract or transaction and as to the Director’s or Directors’ interest are fully disclosed or known to the Board or a committee, and the Board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a majority of the Directors or committee members currently holding office, but the interested Director or Directors shall not be counted in determining the presence of a quorum and shall not vote.
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Contracts with Directors or Their Affiliates. A contract or transaction between the Company or an Affiliate of the Company and a Director or the Director’s Affiliate or between the Company and the Company’s Affiliate and any other entity in which a Director or the Director’s Affiliate has a material financial interest, is not void or voidable and does not require the Director to account to the Company and hold as trustee for the Company any profit or benefit derived from the contract or transaction solely for this reason, or solely because the Director is present at or participates in the Board meeting at which the contract or transaction is authorized, if: (1) the material facts of the Director’s material financial interest are disclosed to the Board; and (2) the contract or transaction is authorized or approved by two-thirds of all of the disinterested Directors. The presence of the interested Director may be counted in determining the presence of a quorum at the meeting at which the contract or transaction is authorized but the interested Director’s presence or vote may not be counted in determining the authorization or approval of the contract or transaction.
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Contracts with Directors or Their Affiliates. (a) Material Financial Interest in Contracts or Transactions. A contract or transaction between the Company or an Affiliate of the Company and a Director or the Director’s Affiliate or between the Company and the Company’s Affiliate and any other entity in which a Director or the Director’s Affiliate has a material financial interest, is not void or voidable and does not require the Director to account to the Company and hold as trustee for the Company any profit or benefit derived from the contract or transaction solely for this reason, or solely because the Director is present at or participates in the Board meeting at which the contract or transaction is authorized, if: (1) the material facts of the Director’s material financial interest are disclosed to the Board; and (2) the contract or transaction is authorized or approved by two-thirds of all of the disinterested Directors. The presence of the interested Director may be counted in determining the presence of a Quorum at the meeting at which the contract or transaction is authorized but the interested Director’s presence or vote may not be counted in determining the authorization or approval of the contract or transaction by the necessary two-thirds quantum of consent. (b) Cattle Delivery Contracts. A contract or transaction involving the sale or delivery of cattle, between the Company and a Director or the Director’s Affiliate or between the Company and any other entity in which a Director or the Director’s Affiliate has a material financial interest, is not void or voidable and does not require the Director to account to the Company and hold as trustee for the Company any profit or benefit derived from the contract or transaction solely for this reason, or solely because the Director is present at or participates in the Board meeting at which or pursuant to which the contract or transaction is authorized or approved, notwithstanding the fact that the standard of Section 5.7(a) was not met, provided that the terms of the contract or transaction are or were no less favorable to the Company than could be or could have been obtained between disinterested parties negotiating at an arms-length basis at the time the contract or transaction was entered into (and without the benefit of hindsight).
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Contracts with Directors or Their Affiliates 
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Related to Contracts with Directors or Their Affiliates

  • Contracts With Service Providers 13 Section 1.

  • RELATIONSHIP WITH DIRECTORS Directors, officers and employees of the Advisor or an Affiliate of the Advisor may serve as Directors, officers or employees of the Company, except that no director, officer or employee of the Advisor or its Affiliates who also is a Director shall receive any compensation from the Company for serving as a Director other than reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board.

  • Contracts with Subcontractors a. Grantee may enter into contracts with subcontractors unless restricted or otherwise prohibited in the Contract. b. Grantees are prohibited from subcontracting with for-profit organizations under this Contract. c. Prior to entering into a subcontract agreement equaling or exceeding $100,000, Grantee will obtain written approval from the System Agency. d. Grantee will obtain written approval from System Agency before modifying any subcontract agreement to cause the agreement to exceed $100,000. e. Grantee will establish written policies and procedures for competitive procurement and monitoring of subcontracts and will develop a subcontracting monitoring plan. f. monitor subcontractors for both financial and programmatic performance and will maintain pertinent records. g. submit quarterly monitoring reports to the System Agency in a format determined by the System Agency. h. ensure that subcontracts are fully aware of the requirements placed upon them by state/federal statutes, rules, and regulations and by the provisions of this Contract. i. ensure all subcontracts, must be in writing and include the following: 1. Name and address of all parties and the subcontractor’s Vendor Identification Number (VIN) or Employee Identification Number (EIN); 2. Detailed description of the services to be provided; 3. Measurable method and rate of payment and total not-to-exceed amount of the contract; 4. Clearly defined and executable termination clause; and 5. Beginning and ending dates that coincide with the dates of the Contract. j. ensure and be responsible for the performance of the subcontractor(s). k. not contract with a subcontractor, at any tier, that is debarred, suspended, or excluded from or ineligible for participation in federal assistance programs or if the subcontractor would be otherwise ineligible to abide by the terms of this Contract.

  • RELATIONSHIPS WITH RELATED PERSONS Neither Seller, Acquired Company or any Related Person of each Seller or of either Acquired Company has, or since the first day of the next to last completed fiscal year of any Acquired Company has had, any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to any Acquired Company’s business. Neither Seller, Acquired Company or any Related Person of each Seller or of any Acquired Company is, or since the first day of the next to last completed fiscal year of any Acquired Company has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had business dealings or a material financial interest in any transaction with any Acquired Company other than business dealings or transactions conducted in the Ordinary Course of Business with any Acquired Company at substantially prevailing market prices and on substantially prevailing market terms, or (ii) engaged in competition with any Acquired Company with respect to any line of the products or services of any Acquired Company (a “Competing Business”) in any market presently served by any Acquired Company except for less than one percent of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market. Neither Seller or any Related Person of each Seller or of any Acquired Company is a party to any Contract with, or has any claim or right against, any Acquired Company.

  • Agreements with Other Service Providers Each Fund hereby appoints FSSC as the Fund’s agent to enter into agreements with financial intermediaries that are not registered as broker/dealers under the 1934 Act (each an “Unregistered Intermediary”) to provide Services to their customers that are Shareholders of the Fund. Each Fund agrees to pay Service Fees at an annual rate as set forth in Schedule 1 to this Agreement of up to 0.25% of the average net assets held in Fund accounts for which an Unregistered Intermediary has agreed to provide Services. Any such accounts shall not be treated as FSSC Accounts for purposes of this Agreement.

  • Agreements with Subcontractors Business Associate shall enter into a Business Associate Agreement with any Subcontractor to whom it provides PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity in which the Subcontractor agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such PHI. Business Associate must enter into this Business Associate Agreement before any use by or disclosure of PHI to such agent. The written agreement must identify Covered Entity as a direct and intended third party beneficiary with the right to enforce any breach of the agreement concerning the use or disclosure of PHI. Business Associate shall provide a copy of the Business Associate Agreement it enters into with a subcontractor to Covered Entity upon request. Business associate may not make any disclosure of PHI to any Subcontractor without prior written consent of Covered Entity.

  • No Relationships with Customers and Suppliers No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, 5% or greater stockholders, customers or suppliers of the Company or any of the Company’s affiliates on the other hand, which is required to be described in the Disclosure Package and the Prospectus or a document incorporated by reference therein and which is not so described.

  • Agreements with Third Parties Each member of the VL Group is in compliance in all material respects with each and every one of its obligations under agreements with third parties to which it is a party or by which it is bound, the breach of which could be expected to result in a Material Adverse Change.

  • AGREEMENTS WITH CUSTOMERS The Products are provided by the Third Party Vendor. All Terms of Use or Service as established by the Third Party Vendor and as set forth inter alia at xxxxx://xxx.xxxxxxxx.xxx/legal/migrationwiz-user-agreement/ and xxxxx://xxx.xxxxxxxx.xxx/legal/mspcomplete-access-agreement/ shall apply to the VAR’s resale activity and to the VAR’s Customers, including but not limited to the VAR’s indemnity of the Third Party Vendor based upon the VAR’s acts or omissions and including indemnity of the Third Party Vendor for any infringement claims arising from the combination by the VAR and/or Customers of Third Party Vendor’s intellectual property with the VAR or any third party’s intellectual property. The VAR agrees to provide each Customer with terms of use and gain their acceptance. You covenant, represent and warrant that you will present all Terms of Use or Service to each of your Customers and obtain their enforceable agreement to the Terms of Use or Service before permitting them to access or use the Products. You covenant, represent and warrant that no subscription for the Products shall be activated for or used by your Customers before the Customer agrees to the Terms of Use or Service. You will track and record acceptance by your Customers of the Terms of Use or Service and will provide such information to the Company upon request. The Company may modify these terms and conditions at any time. 1. PRODUCTS 2. THIRD PARTY VENDOR

  • Agreements with Employees and Subcontractors Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee’s compliance with Grantee’s obligations under this Article VI, Intellectual Property.

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