Dealing with Members. Subject to compliance with Section 3.5, the fact that a Member, an Affiliate of a Member, or any officer, director, employee, member, partner, consultant or agent of a Member or an Affiliate, is directly or indirectly interested in or connected with any Person employed by the Company to render or perform a service, or from or to whom the Company may buy or sell any property or have other business dealings, shall not prohibit a Member from employing such Person or from dealing with him or it on customary terms and at competitive rates of compensation, and neither the Company, nor any of the other Members shall have any right in or to any income or profits derived therefrom by reason of this Agreement.
Dealing with Members. 22 4.7. Designation of Tax Matters Member...................................22 4.8.
Dealing with Members. The fact that a Member, an Affiliate of a Member or any officer, director, employee, partner, consultant or agent of a Member, is directly or indirectly interested in or connected with any person, firm or corporation employed by the Company to render or perform a service, or from or to whom the Company may buy or sell any property or have other business dealings, shall not prohibit the Company from employing such person, firm or corporation or from dealing with him or it (each, an "Affiliate Transaction") on arm's-length terms, and neither the Company nor any of the Members shall have any rights in or to any income or profits derived therefrom by the party to any such Affiliate Transaction.
Dealing with Members interests during Joint Committee meetings
7.2.1 The Joint Committee Chair, advised by the Committee Secretary, must ensure that the Joint Committee’s decisions on all matters brought before it are taken in an open, balanced, objective and unbiased manner. In turn, individual Joint Committee members must demonstrate, through their actions, that their contribution to the Joint Committee’s decision making is based upon the best interests of the NHS in Wales. This is particularly important as there is an inherent tension in a member’s role on the Joint Committee and as a member of the Board of an LHB that provides specialised and tertiary services.
7.2.2 Where individual Joint Committee members identify an interest in relation to any aspect of Joint Committee business set out in the Joint Committee’s meeting agenda, that member must declare an interest at the start of the Joint Committee meeting. Joint Committee members should seek advice from the Joint Committee Chair, through the Committee Secretary, before the start of the Joint Committee meeting if they are in any doubt as to whether they should declare an interest at the meeting. All declarations of interest made at a meeting must be recorded in the Joint Committees minutes.
7.2.3 It is the responsibility of the Joint Committee Chair, on behalf of the Joint Committee, to determine the action to be taken in response to a declaration of interest, taking account of any regulatory requirements or directions given by the Welsh Ministers. The range of possible actions may include determination that:
i. The declaration is formally noted and recorded, but that the Joint Committee member should participate fully in the Joint Committee’s discussion and decision, including voting.
ii. The declaration is formally noted and recorded, and the Joint Committee member participates fully in the Joint Committee’s discussion, but takes no part in the Joint Committee’s decision;
iii. The declaration is formally noted and recorded, and the Joint Committee member takes no part in the Joint Committee discussion or decision;
iv. The declaration is formally noted and recorded, and the Joint Committee member is excluded for that part of the meeting when the matter is being discussed. A Joint Committee member must be excluded, where that member has a direct or indirect financial interest in a matter being considered by the Joint Committee.
7.2.4 In extreme cases, it may be necessary for the member to reflect on whether their positio...
Dealing with Members. The LLC, each Member, the Board of Representatives, the LLC General Manager and any other Person or Persons having business with the LLC need deal only with Members who are admitted as Members or as substituted Members of the LLC, and they shall not be required to deal with any other person by reason of transfer by a Member except as otherwise provided in this Agreement. In the absence of the substitution (as provided herein) of a Member for a transferring Member, any payment to a Member shall acquit the LLC and the Board of Representatives of all liability to any other persons who may be interested in such payment by reason of an assignment by such Member.
Dealing with Members. Subject to Section 5.3(a)(vi), the fact that a Member, an Affiliate of a Member, or any officer, director, employee, partner, consultant or agent of a Member, is directly or indirectly interested in or connected with any Person employed by the Company to render or perform a service, or from or to whom the Company may buy or sell any property or have other business dealings, shall not prohibit a Member or the Company from employing such Person or from dealing with him or it on customary arm’s length terms and at competitive arm’s length rates of compensation, and neither the Company nor any of the other Members shall have any right in or to any income or profits derived therefrom by reason of this Agreement. Notwithstanding the foregoing, each Member agrees that it shall not, and it shall cause its Affiliates to not, without approval of the Board, directly or indirectly, solicit to employ any key personnel of the Company or its Subsidiaries; provided, however, that each Member and its Affiliates may engage in general solicitations for employees in the ordinary course of business.
Dealing with Members. (a) Subject to any approval requirements associated therewith under Section 3.2, and any provisions of this Agreement concerning the enforcement of Affiliate Contracts against Member Affiliates, the fact that a Member, Member Affiliate, or any officer, director, employee, partner, member, manager, consultant or agent of a Member or Member Affiliate, is directly or indirectly interested in or connected with any Person employed by the Company to render or perform a service, or from or to whom the Company may buy or sell any property or have other business dealings, shall not prohibit the Company from employing such Person or from dealing with him or it to procure necessary services that would otherwise be required from third party providers, on customary, arm's length equivalent terms and at competitive rates of compensation, and neither the Company nor any of the other Members shall have any right in or to any income or profits derived therefrom by reason of this Agreement. If the non-affiliated Member approves any business dealing between the Company or a Subsidiary and a Member or Member Affiliate, such business dealing shall be conclusively deemed to meet the standard of the preceding sentence.
(b) The Development Agreement shall be terminable by the Non-Administrative Member, on behalf of the Company, without any penalty or fee, upon (a) the Sale of the Property, (b) any material breach or default on the part of Development Manager under the Development Agreement that is not cured after written notice from the Company or Investor and the expiration of the applicable cure periods set forth therein, and (c) following a Withdrawal Event or Manager Removal Event. The Non-Administrative Member shall have the right to exercise all rights and remedies of the Company under the Development Agreement with respect to any breach or default on the part of Development Manager thereunder.
Dealing with Members. The fact that any Member or any affiliate of a Member is directly or indirectly interested in or connected with any Person employed by the Company to render or perform a service, or from which or to whom the Company may buy or sell any property, shall not prohibit the Company from employing or dealing with such Person.
Dealing with Members. The fact that a Member, an Affiliate of a Member or any officer, director, employee, partner, consultant or agent of a Member or an Affiliate of a Member, is directly or indirectly interested in or connected with any person, firm or corporation employed by the Company to render or perform a service, or from or to whom the Company may buy or sell any property or have other business dealings, shall not prohibit the Company from employing such person, firm or corporation or from dealing with him or it on customary terms and at competitive rates of compensation, and neither the Company nor any of the Members shall have any rights in or to any income or profits derived therefrom, provided, however that in the event any Member provides a loan to the Company, such loan shall (i) be on commercially reasonable terms, (ii) have a term of six (6) months or less and (iii) together with all other loans from Members to the Company then outstanding, be in an aggregate amount of less than 10% of the Book Value of all of the Company Assets and the assets of the Subsidiaries.
Dealing with Members. 34 4.5 Use of Company Assets and Subsidiary Assets.........................34 4.6
