Common use of Dealings with Affiliates Clause in Contracts

Dealings with Affiliates. Except pursuant to the express provisions of the Alliance Agreement, the Investment Agreement, this Partnership Agreement (including, without limitation, Section 1.10) or any other Transaction Document, the entering into by the Company of any transaction, agreement or arrangement (or series of related transactions, agreements or arrangements) with a Partner or Affiliate of a Partner relating to: (i) the purchase of products or services having a value of greater than $15,000,000 (other than corporate central services, such as legal, treasury and accounting); (ii) intercompany loans or investments of greater than $10,000,000, other than ordinary course cash management operations for balances of not more than $25,000,000; (iii) acquisitions or dispositions of assets having a value in excess of $10,000,000; or (iv) any other transaction, agreement or arrangement involving aggregate consideration having a value of greater than $10,000,000 or having a term in excess of five (5) years. Any transaction, agreement or arrangement (or series of related transactions, agreements or arrangements) of a type described in the preceding sentence is referred to in this Partnership Agreement as a “Material Transaction.” The foregoing shall not be deemed to limit in any manner the right of any Partner or any of its Affiliates from performing or exercising its rights under the express provisions of the Alliance Agreement, the Investment Agreement, this Partnership Agreement or any other Transaction Document.

Dealings with Affiliates. Except pursuant to the express provisions of the Alliance Agreement, the Investment Agreement, this Partnership Agreement (including, without limitation, Section 1.10) or any other Transaction Document, the entering into by the Company of any transaction, agreement or arrangement (or series of related transactions, agreements or arrangements) with a Partner or Affiliate of a Partner relating to: (i) the purchase of products or services having a value of greater than $15,000,000 (other than corporate central services, such as legal, treasury and accounting); (ii) intercompany loans or investments of greater than $10,000,000, other than ordinary course cash management operations for balances of not more than $25,000,000; (iii) acquisitions or dispositions of assets having a value in excess of $10,000,000; or (iv) any other transaction, agreement or arrangement involving aggregate consideration having a value of greater than $10,000,000 or having a term in excess of five (5) years. Any transaction, agreement or arrangement (or series of related transactions, agreements or arrangements) of a type described in the preceding sentence is referred to in this Partnership Agreement as a “"Material Transaction.” " The foregoing shall not be deemed to limit in any manner the right of any Partner or any of its Affiliates from performing or exercising its rights under the express provisions of the Alliance Agreement, the Investment Agreement, this Partnership Agreement or any other Transaction Document.

Dealings with Affiliates. Except pursuant to the express ------------------------ provisions of the Alliance Agreement, the Investment Agreement, this Partnership Agreement (including, without limitation, Section 1.10) or any other Transaction Document, the entering into by the Company of any transaction, agreement or arrangement (or series of related transactions, agreements or arrangements) with a Partner or Affiliate of a Partner relating to: (i) the purchase of products or services having a value of greater than $15,000,000 (other than corporate central services, such as legal, treasury and accounting); (ii) intercompany loans or investments of greater than $10,000,000, other than ordinary course cash management operations for balances of not more than $25,000,000; (iii) acquisitions or dispositions of assets having a value in excess of $10,000,000; or (iv) any other transaction, agreement or arrangement involving aggregate consideration having a value of greater than $10,000,000 or having a term in excess of five (5) years. Any transaction, agreement or arrangement (or series of related transactions, agreements or arrangements) of a type described in the preceding sentence is referred to in this Partnership Agreement as a “"Material Transaction.” " The -------------------- foregoing shall not be deemed to limit in any manner the right of any Partner or any of its Affiliates from performing or exercising its rights under the express provisions of the Alliance Agreement, the Investment Agreement, this Partnership Agreement or any other Transaction Document.