Excepted Transactions. Notwithstanding anything contained in this Agreement to the contrary, the REIT Parties’ rights under Section 4 do not extend to the Excluded Remington Transactions and the Remington Parties’ rights under Section 4(d)(iv) or Section 5 do not extend to the Excluded REIT Transactions. Each party hereto agrees to give written notice to the other party of any Excluded REIT Transaction or Excluded Remington Transaction, as applicable, describing said transaction with reasonable detail.
Excepted Transactions. Notwithstanding anything contained in this Agreement to the contrary, the REIT Parties’ rights under Section 4 do not extend to the Excluded Manager Transactions and Manager’s rights under Section 4(d)(iv) or Section 5 do not extend to the Excluded REIT Transactions. Each party hereto agrees to give written notice to the other party of any Excluded REIT Transaction or Excluded Manager Transaction, as applicable, describing said transaction with reasonable detail.
Excepted Transactions. Notwithstanding anything contained in this Agreement to the contrary, the Ashford Inc. Parties’ rights under Section 4 do not extend to the Excluded Remington Transactions and the Remington Parties’ rights under Section 4(d)(iv) or Section 5 do not extend to the Excluded Ashford Inc. Transactions. Each party hereto agrees to give written notice to the other party of any Excluded Ashford Inc. Transaction or Excluded Remington Transaction, as applicable, describing said transaction with reasonable detail.
Excepted Transactions. Notwithstanding anything contained herein to the contrary, the provisions of Sections 2, 4 and 5 hereof shall not apply to (i) any Transfer to ancestors, descendants or spouse or to a trust for the benefit of such Persons or a Holder, or (ii) any bona fide gift, or (iii) any Transfer to an entity that is wholly owned, and will remain wholly owned, by such Holder (or such Holder and one or more of the individuals referred to in the preceding clause (i)); provided that (1) as a condition precedent to any Transfer made pursuant to one of the exemptions provided in clause (i), (ii) or (iii), (A) the Transferring Holder shall inform the Company and Investor of such Transfer or gift prior to effecting it, and (B) the transferee or donee shall furnish the Company and Investor with a written agreement to be bound by and comply with all provisions of Sections 2, 3, 4, 5 and 7 hereof and such Transferred shares of Common Stock shall remain "shares of Common Stock" and "Holder Shares" hereunder, and such transferee or donee shall be treated as a "Holder" for all purposes of this Agreement, (2) in the case of a Transfer in trust, such Holder shall become the trustee or, with such Holder's spouse, a co-trustee of such trust, (3) in the case of a Transfer not in trust, as a condition precedent to such Transfer such Holder shall retain an irrevocable proxy to vote the Transferred Common Stock and (4) in the case of a Transfer described in clause (iii), as a condition precedent to the Transfer all holders of equity or other ownership interests in such entity shall enter into an agreement with Investor, which shall be mutually satisfactory to Investor and the transferee, under which the outstanding equity or other ownership interests in such transferee shall be subjected to the same restrictions against Transfer that appear in Sections 2, 3, 4, 5 and 7 of this Agreement.
Excepted Transactions. Notwithstanding any other section of the Tariff, the power transfers and other uses of the NEPOOL Transmission System effected under the transmission agreements in effect on November 1, 1996 specified below ("Excepted Transactions") will continue to be effected under such agreements for the respective periods specified below rather than under this Tariff, but not thereafter, and such transfers and other uses will continue to be effected after such period, if still occurring, under this Tariff. Participants receiving service under the agreements listed in Exhibit G-1 shall not be NEPOOL Restated Open Access Transmission Tariff Original Sheet No. 88 required to take Local Network Service for such transfers and other uses. The period for which each Excepted Transaction will continue to be effected under such existing transmission agreements shall be:
Excepted Transactions. Notwithstanding anything contained in this Agreement to the contrary, the Ashford Inc. Parties’ rights under Section 4 do not extend to the Excluded Remington Transactions and the Remington Parties’ rights under Section 4(d)(iv) or Section 5 do not extend to the Excluded Ashford Inc. Transactions. Each party hereto agrees to give written notice to the other party of any Excluded Ashford Inc. Transaction or Excluded Remington Transaction, as applicable, describing said transaction with reasonable detail. 1. Future Spin-Off by the Ashford Inc. Parties. If the Ashford Inc. Parties elect to sponsor, spin-off, carve-out, split-off or otherwise consummate or create a new entity or platform, or a transfer of a division or subset of assets for the purpose of forming a joint venture, a newly created private platform or a new publicly traded company to hold such division or subset of assets constituting a distinct asset type and/or investment guidelines (collectively, a “Spin-Off Company”), the Ashford Inc. Parties and Remington Parties agree that such Spin-Off Company shall enter into a mutual exclusivity agreement containing substantially the same material terms set forth in this Agreement. 2.
Excepted Transactions. 77 8.7 Unrestricted Regionals, Etc. ........................................81 8.8
Excepted Transactions. The provisions of Section 8.2, 8.3, 8.4 and --------------------- 8.5 shall not prohibit or restrict the following, except as provided in this Section 8.6: (a) a party or its Affiliates from owning or acquiring a Covered Interest in any Person that directly or through one or more subsidiaries or other entities owns a professional sports franchise or the Programming Rights to the sports events of a professional sports franchise, so long as (i) such franchise or Programming Rights are not a principal business of such Person and (ii) the professional sports franchises and Programming Rights to sports events of professional sports franchises owned by such Person (directly or through one or more subsidiaries) were owned on the date of initial acquisition of the Covered Interest therein by the party or its Affiliates and (iii) if as a result of such ownership or acquisition the party and its Affiliates Control such Person, the acquisition of the Covered Interest is treated as a New Development Interest (whether or not the Covered Interest would otherwise meet the definition of New Development Interest) and, in any event, all actions by such Person while it is Controlled by such party and its Affiliates shall be subject to Sections 8.2, 8.3, 8.4 and 8.5; or (b) a party or its Affiliates from owning or acquiring a Covered Interest in a professional sports franchise but no Programming Rights with respect to the events of that professional sports franchise may be owned by any entity in which such party or such Affiliate, or any of its Affiliates, has a direct or indirect ownership interest other than a Regional in which Fox/Liberty and Rainbow both have a direct or indirect ownership interest, or (c) a Regional from bidding for or acquiring Programming Rights including through ownership of an interest in a sports franchise in its own Covered Region or owning or acquiring a Covered Interest in any Person that directly or through one or more subsidiaries or other entities owns Programming Rights in that Regional's own Expanded Covered Region; or (d) prohibit or restrict any party or its Affiliates from acquiring, solely as an investment and through private and market purchases, or owning securities of any corporation which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and which are publicly traded, so long as such party and its Affiliates are not a part of any Control group of such corporation and such securities const...
Excepted Transactions. 67 V. THROUGH OR OUT SERVICE AS POINT-TO-POINT TRANSMISSION SERVICE . . . . .73
Excepted Transactions. For purposes of clarification, unless Client specifically requests (in writing) assistance of Banker in a transaction, this Agreement is not intended to cover (i) routine purchases and sales of interests in oil and gas properties or other standard joint ventures with industry partners, farm in/farm out or similar transactions, whether directly or through an entity or joint venture with industry partners; (ii) transactions involving either (a) the sale of properties serving as collateral for any of the Company's obligations to Hexagon or (b) any transactions involving an amount of less than $1 million; (iii) equity issuable or potentially issuable under outstanding options, warrants or convertible securities or under equity incentive plans of the Company; (iv) any loans or debt or equity issuances arising under or contemplated by existing agreements or arrangements; (v) any modifications, amendments or extensions of currently outstanding debt or equity financing arrangements, (vi) any loans or debt financing arrangements between the Company and any of its directors or officers or (vii) whether in one or a series of transactions, the sale or other transfer, directly or indirectly, of all or a significant portion of the assets or securities of the Client or any other extraordinary corporate transaction involving the Client, or the acquisition of another business, whether by way of a merger or consolidation, reorganization, recapitalization or restructuring, tender or exchange offer, negotiated purchase, leveraged buyout, minority investment, partnership, joint venture, collaborative venture or otherwise. If such assistance is so specifically requested, any fees payable shall be negotiated in good faith.
