Excepted Transactions Sample Clauses

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 any other section of the Tariff but except as otherwise provided in Section 25A or 25B of this 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 Attachment G-1 shall not be 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 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 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. In the first stage of each ARR Allocation, each entity serving load to which Energy is delivered pursuant to an Excepted Transaction included in the list of transactions in Attachments G and G-2 of the Tariff, and which is the party responsible for paying Congestion Cost associated with Energy purchased under the Excepted Transaction shall have the option to be allocated ARRs from the generator to the location of the load. Alternatively, each seller delivering Energy pursuant to an Excepted Transaction to an entity serving load and which seller is the party responsible for paying Congestion Cost associated with Energy purchased under the Excepted Transaction shall have the option to be allocated ARRs from the generation source to the load. In order to be eligible to receive ARRs in association with an Excepted Transaction, each entity to which Energy is delivered pursuant to an Excepted Transaction or which delivers Energy pursuant to an Excepted Transaction must request that it be allocated ARRs pursuant to this section prior to the second stage of the ARR Allocation. The first-stage ARR Allocation to an entity serving load to which Energy is delivered pursuant to an Excepted Transaction who makes such a request shall be equal to the number of Megawatts of Energy to be delivered to that customer under the Excepted Transaction. The origin Node or External Node for those ARRs shall match the generation source for any such Excepted Transaction and the destination Locations and/or Reliability Regions for those ARRs shall match the location of the load served by those Excepted Transactions. The first-stage ARR Allocation to an entity selling Energy to an entity serving load to which Energy is delivered pursuant to an Excepted Transaction who makes such a request shall be equal to the number of Megawatts of Energy to be delivered by that selling entity under the Excepted Transaction. The origin Node or External Node for those ARRs shall match the generation source for any such Excepted Transaction and the destination Locations and/or Reliability Regions for those ARRs shall match the Locations and/or Reliability Regions of the load served by those Excepted Transactions. Each entity shall be entitled to make requests for ARRs under the terms of this section until the Excepted Transaction has terminated, or ten years from the CMS/MSS Effective Date, whichever is earlier.

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.

Excepted Transactions. 67 V. THROUGH OR OUT SERVICE AS POINT-TO-POINT TRANSMISSION SERVICE . . . . .73

Excepted Transactions. (a) Nothing in this Agreement shall disqualify a Trustee or a Successor Trustee from voting for himself to serve the Corporation or any of its subsidiaries or affiliates as officer or director or in any other capacity, or from voting for himself to receive compensation for these services. (b) Nothing in this Agreement shall disqualify a Trustee or a Successor Trustee from dealing or contracting with the Corporation or any of its subsidiaries or affiliates as a vendor, purchaser, or otherwise, nor shall any transaction or contract be affected or invalidated by reason of the fact that the Trustees or any firm or corporation of which the Trustees is a member, shareholder, director, or employee is in any way interested in the transaction or contract; nor shall the Trustees be liable to account to the Corporation or to any shareholder of the Corporation for any profits realized by, from, or through any transaction or contract by reason of the fact that he or any firm or corporation of which he is a member, shareholder, director, or employee is interested in the transaction or contract.